Catsuit
by seriousish
Summary: Peter isn't going to cheat on Gwen. He's just going to catch this cat burglar…
1. Chapter 1

_A/N: I will now be releasing one monthly bonus story to my , exclusively for supporters. This month's exclusive is based on the leaked Supergirl pilot. Go to and do a search for Seriousfic._

* * *

She came like a genie out of a bottle, almost less a part of the real world than something summoned by Peter's questing mind, his fantasies, his nightmare. It was December, bracing cold in the winter snow, even with the padding he wore underneath his spider-suit. He'd stopped on a rooftop momentarily to soak in the steam coming off a heating unit, rubbing warmth into his arms and legs. And as he did—his own brisk touch feeling animatedly good—he thought of Gwen Stacy, his girlfriend.

It'd been a long time since she'd touched him. When they'd first started dating, he couldn't believe someone so adorable, so pretty and cute, was interested in him. She was an enthusiastic partner, always wanting to hold hands, to hug, to cuddle. After a few dates, they were kissing regularly, and she seemed to respond to whatever innate skill he had, but then things had petered off. When he kissed her just a little more forcefully than usual, she made little moans of discomfort as she broke away, always with a joke like "down boy!" or "get a room!"

Once, as they'd sat together on the bus late at night, he'd watched the curve of her neck, bent over her phone—the long strands of her golden hair, the little conch shell of her ear in between some messy locks. He'd leaned over, kissing the side of her face, pulling on her scarf to bring her lips into his range, sucking on her neck –she said "hey!" a couple times, not disinterestedly—then he'd pulled her closer and she'd felt the imprint of his dick inside her pants. Instantly, she'd wailed and pulled away. It even caught the bus driver's attention.

Later—maybe seeing how Mary Jane Watson was flirting shamelessly with him—Gwen had invited Peter over to her house, her parents not home. When he got there, she suggested watching a movie—R-rated—and while the credits rolled, she kissed him. Took out his prick as the outtakes played and pulled on it. She'd done it nervously, skimming quickly over his manhood with an unsteady grip, only one hand, her other pushing him back when he tried to move closer, to kiss her or fondle her in some way. Peter had leaned back, just trying to enjoy it as she fecklessly masturbated him, but it was hard to even get hard when she clearly regarded the whole thing as messy, maybe even immoral. He'd climaxed almost perfunctorily and then Gwen had excused herself. When she came back, she smelled of soap.

He didn't understand it. On the surface, Gwen was smart, funny, pretty—there was just this odd streak of Puritanism that ran through an otherwise normal girl, like she thought her blonde hair made her the Madonna. He was beginning to feel desperate. For two months now when she let him kiss her, she was passive and disinterested. He couldn't even masturbate properly—he tried to think of her, for propriety's sake, and couldn't even imagine her body as a sexual instrument. She seemed dead-set on putting the 'unattainable' in unattainable ideal.

Peter's mind sped over the familiar debate. Was it cravenly misogynistic to break up with her, just because his sexual urges weren't being met? Could he really find someone he cared about as much as Gwen, who was so effervescent, so pure, so kind-hearted? He didn't know if he could love Mary Jane in the same way—not when Gwen was his soulmate, his better half, his heart—but Christ, the way she looked at him, what he wouldn't give for her to follow through. Maybe it'd just be a kiss, but he imagined it being the kind of kiss Gwen would never ever give him. Not chaste, not affectionate, but sexual, dirty, _wrong_.

Then he saw her. A whorl of black and white in the snowstorm, a dark figure running along a rooftop parapet in a surefooted sprint. Peter got just a good enough look at her to realize there wasn't a flurry of extra snow about her head, just a bounce of stark white hair, then she sprung to the neighboring building, caught onto its cornice, and vaulted up onto the rooftop.

Peter figured there were two reasons for someone in a very tight costume to be on a rooftop in New York at night. Either she was a superhero he'd never met before—and it was undeniably a she, there was more bouncing going on in her stride than in a McDonald's ball-pit—and she was on her way to an emergency, or she was a supervillain he'd never met before and she was on her way to some wrongdoing.

Either way, he should get after her.

It had nothing to do with the bouncing. Really.

He followed her at a discreet distance. She had zip-lines and some kind of grappling device—she made her way across intersections almost as fast as he did, snowy rooftops marked with the unmistakable impression of a stiletto heel. Peter shadowed her until, weary but exhilarated, she skidded to a stop. He could see the exhale steaming from her mouth in big, mouthy gulps, a silent roar. Her blood hot, her heart racing, she eased off the high. A few dizzy steps, then she sank to her knees with a crunch of snow beneath her. Before, her high-heeled boots had been nearly silent.

Even the barest glimpse of her before had left no doubt she was a woman. A longer, harder look revealed no trace of masculinity or the neuter in her. Her breasts jotted out ponderously, as proud as monuments, shiny black vinyl acting as a prison. Even that armor-like material didn't seem capable of containing her boisterous sexuality. It stopped at the crest of her cleavage, a zipper down her front undone down to the sternum. With the spread of the vinyl, it seemed impossible that her nipples could actually be hidden, but the fur trim of the opening obscured that—however slightly. It matched her platinum blonde hair and a similar trim that fluffed her boots, demanding the question of whether all of her hair was that ironically virginal color.

The rest of her wasn't as spectacular as her breasts—how could it be?—but it kept pace nicely. Her pointed, high-heeled boots molded themselves up her long legs, all the way to her thighs, the sturdy leather giving way to her black vinyl leggings just above the knee, making the thin, tight material seem all the more exposed. It caressed her buttocks, her taut stomach, and her well-defined arms, fastening snugly at her neck with its collar of white fur and halo of white hair. Everything it touched, it clung to with possessive, worshipful tightness, the black otherworldly immaculate, reflecting the moonlight like the touch of a caressing hand.

Most of all, the vinyl sheathed her ass. With her back to him, it was what he saw most: the sharply delineated curve and valley were shown off, every inch, by the clinging material. It swathed her cheeks like a second skin, seeming to give them a lifting, constraining pressure that made them powerful and prominent.

The rooftop's neighbor was an office building, dark windows closed for the night. He could see a phantasmagorical vision of her face in the reflection. A black domino mask—a pair of diamonds—clung to the curves of her noble face just as her catsuit did to her body: strong chin, full lips, smooth cheeks. Not the slender, classical look of Mary Jane or the cherubic gracefulness of Gwen. There was a shamelessness to her, a prominence given over to her sexuality that with any other woman would've been a performance. With her, though, it seemed as natural as a cat's slink, its fur.

She examined her reflection, a small smile quirking her soft lips. Her gloved fingers flickered as she raised them to her generous breasts. F-cups, they had to be. Whereas Gwen's were petite and unconstructive, almost polite in how they conformed to the line of her body, and Mary Jane's C-cups were perfectly proportioned to her tall, leggy body, this woman seemed outright over-endowed. But the sheer gratuitousness of her cleavage seemed right for it. It'd be outrageous at a bridal shop or an office party, but her body was built for skintight vinyl or a nude photoshoot, and he couldn't picture her anywhere else.

Her cleverly flexing hands—reminding him of a cat's kneading claws—struck as suddenly as a feline with a mouse. Forefinger hooking in the pendulous O-ring of her zipper, dragging it down her lean stomach as she purred excitedly. The wide vee of her catsuit widened further, her breasts forcing the tight confines of the vinyl open, fur trim sprawling to either side as her tits nearly spilled out, rosy red flesh basking in the chill of the open air. Still she unfurled herself, rotating her neck as she watched her own autoerotic display in the windows of the neighboring building. She stopped with the O-ring at her groin, skipping her claw over it but continuing to pull its sharp tip down between the lips of her sex, where it seemed as if the vinyl must pull so tight as to be sheer. Peter couldn't tell. The reflection was too dark and he was too far away.

The woman hissed in pleasure as her hand came back up, flattened, pads of her finger running over her crotch again. With the zipper down, a broad dagger of flesh plunged through the now wrinkled vinyl, its swath exposing the gentle stir of her abs, her pierced belly button, perhaps even the first Persian-white hairs of her pubis if that wasn't just the glint of her zipper teeth in the dim midnight glow. She played her clawed forefinger again in-between the narrowest parting of the zipper, grazing her pelvis with its sharpness, before drawing her finger up so sharply that Peter worried she was cutting herself open.

Instead, her claw drew up a long string of pearls from inside the crotch of her suit, the woman moaning openly as the leaden diamond at the end of this necklace finally hoisted itself up her belly, sharp facets of the gumball-sized gem nipping at her bronze flesh, digging into her body like it was a scratching post until she'd teased the necklace up around her delicate neck, amongst her mane of alabaster hair. The diamond rested between her magnificent breasts, gleaming with the moonlight, a sudden sweat on the woman's exposed sweat seeming to reflect its captured light and give the woman a pale glow of steady, sensual intensity. She stared at herself in an unworthy reflection, in awe of her own beauty, her youth, her invulnerability, the skill that had brought her this clearly stolen item, and the grace with which she wore it.

"Oh, baby," she purred, a silken voice moving unhurriedly over every syllable she graced with being spoken. "You're just too pretty for a dusty old museum. You deserve to be between tits like _mine!"_ She laughed, giving her impressive bust an utterly unnecessary adjustment with either hand.

She bent low then. Peter felt hypnotized. The diamond necklace hung low, almost to the ground, and he could see the curvature of her breasts between her akimbo legs, their pale undersides, only the very tips and furthest sides concealed by her wide-open catsuit. She was doubled over as if to touch her toes, but instead she was scratching at the unleavened snow that misted over the rooftop.

The ripe apple of her ass grew prominent with her bent over, straining the already skintight vinyl. It seemed unbelievable her voluptuousness didn't just burst free of such merciless confinement, her firm, powerful buttocks just exploding into view. Then she straightened, her ass swaying back into place atop her long legs and under her straight spine, still as big and juicy as it had appeared before.

When Peter finally tore his eyes away from how the vinyl delved between the woman's asscheeks, he saw that the woman was looking over her shoulder, blue eyes fixed upon him with a color that seemed like it couldn't exist in nature. He started, as if she could see through the mask to his wide eyes, his parted lips, the complete consternation on his face. That same small smile returned to her soft lips, tugging the lower redness under her teeth in a brazen display of sexuality. She had known he was there the whole time.

Suddenly, she broke away, leaping off the rooftop. Peter bolted after her, landing in a crouch atop the parapet she had just jumped over, but when he looked down, she had disappeared into the night. A guilty feeling grew in his gut—it seemed unbelievable he hadn't thought of Gwen once during that entire interlude. Shouldn't he have remembered he had a girlfriend and stopped that… whatever it had been?

He straightened, turning around to see patterns of roofing blacktop through the snow. The woman had carved letters into the snow with her fingers. He hopped over them to examine her words right-side up.

LOOKING FOR LOVE?

HOTEL DEMILLE, ROOM 2104

FELICIA


	2. Chapter 2

He knew the building, darkened windows that tinted everything they reflected with a heavy shade. Tonight, their smoky glass reflecting the snowfall outside, he was reminded of Felicia's shiny vinyl. His eyes leapt over the building, counting the floors to the 21st, and then he rocketed up it, barely feeling the chilled floor-to-ceiling glass under his thin gloves. Her room was easy to find. The window was open, curtains riding the breeze from outside. Inside, Felicia had her back to him, but this time he immediately assumed she was aware of him.

"It's not smart, giving out your home address to strangers. Imagine if I'd been on the internet."

"This isn't my home. It's just a hotel room that no one's checked into. Champagne?" She turned, bubbling champagne saucers held in each hand, at chest level. Obvious, but that appealed to him on some level. She made no secret of what she was doing. She did everything but say it out loud.

"You should return that diamond. It doesn't fit with your motif."

"I'll give it to a friend of mine. He likes them. I'm sure he'll trade me some fur. And a few million dollars." She sipped one glass, holding the other out to him. A sudden gust of wind from outside pressed against Peter's spine, sending a tingle through him. "What? Are you going to take me in, Spider? Tie me up? Leave me… helpless to resist you? You don't need your goop to do what you want with me…"

"Maybe I'm already seeing someone."

"Maybe." She kept the full glass pointed at him like a gun while she finished hers off. It was becoming off-putting. "You can't run around in a skintight suit for very long and not get offers, believe me, I know. So tell me, is it that pathetic little bint who calls herself a blonde? The one you're always saving? With the flat ass? The teensy little tits? She can't hold onto you. I can tell just by looking at her. She doesn't have what it takes to keep a man like you satisfied."

She tossed her empty glass over her shoulder. It shattered and Peter jumped. Felicia advanced on him, light pouring over her black-clad curves.

"I always get what I want, Spider, even if it doesn't belong to me. You're no different."

He could smell her, one of those fragrances that was such a complicated mélange of scents that he couldn't ever untangle it. Beneath it, only the scent of the vinyl—strangely erotic, thinking it was the only thing touching her. The only thing but him. Something inside him was preventing Peter from saying no to her, from doing anything. More than any of the criminals he had captured, he was a fly in a spider's web, transfixed, paralyzed, knowing that struggling would only imprison him more tightly.

Felicia wrapped herself around him, her flesh seeming to merge with his, the vinyl catsuit so thin and at once such a boundary. She kissed him, putting her tongue against where the mask covered his mouth, working it sweetly against the raised webbing that covered his costume and licking intimately into the spandex in-between. She rubbed and caressed his body, a sound like static crackling as her costume met his. Her teeth nipped at his throat, the material over his pulse point, pulling it away from his skin and dragging it with her teeth up over his mouth. His dry lips were suddenly revealed and Felicia kissed him there, moaning into his mouth at the exposure.

"Oh, Spider—a white boy, huh? You're definitely not hung like one." Her thigh was on the huge erection breaking up the smooth lines of his suit. "Where d'ya wanna touch me, Spider? Here?" She took his left hand away from her face—he'd been holding her as they kissed—and put it on her ass. He stroked it, rubbing the supple cheek which felt even better than it look. "Or here?"

His right hand was redirected to her breast, resting lightly inside its fur-trimmed confinement, playing it. It wobbled deliciously with the tensing and pumping of his fingers, finally slipping out of its prison, revealing the full luxurious curvature of her teat. It was a perfect hill, its teardrop shape clinging tenaciously to her chest, gravity only able to do so much against the overstated sexuality of her.

He squeezed it until Felicia squeaked, then threw himself down on it, mouth seeking to conquer that insurmountable slope. Felicia laughed joyously as his hands worked between her buttocks, their groping pushing her forward against his body, pulling the tightly stretched vinyl at her groin against the bulge of her pubic mound. She felt the warmth of her own dribbling juices rubbing against her. She wanted more. She wanted him to have a taste, a whetting of his prodigious appetite…

Felicia shoved Peter down onto his knees, thrust her crotch into his face. "I want your tongue now, Spider. I'm _taking_ your tongue!"

Peter had a blurry glimpse of the artwork of her cunt, bulging through the thin vinyl, then it was savagely brought against his face. He kissed it strongly, crashing his lips against the moist material, drawing as much of it as he could into his mouth and biting it. He could almost taste her through the thin vinyl, pungent and wild, hear her moan whenever he managed to find her with his questing tongue. The vinyl sunk at his probing, into her vulva as he vainly tried to penetrate her suit.

Abruptly, Felicia turned over, rolling onto all fours with her ass in the air like she wanted him to fuck her doggy-style. "Lick my ass, Spider. I know it looks good enough to eat. Lick it, push that vinyl deep inside my asshole, and you can rub your big cock against my boots while you do it. You won't get that offer from your little blonde, will you?"

Peter groaned as he gave in. He hated her reminding him of Gwen. It was so easy to forget her when he was so turned on, enjoying this so much. He wouldn't let himself be derailed from this, though. He shoved his face into Felicia's ass as hard as he would his cock. Licking at her pussy through the vinyl until he felt her fingers inside her suit. She was reaching down her open, frontal vee, fingering herself as he licked her, and he wondered which of them was fucking her harder.

"My ass, Spider! I want your tongue in it! I want your goddamn tongue in me!"

With a clenched-teeth roar, Peter moved his face upward, to spend a tantalizing eternity on her perineum. The tiny strip of land between anus and cunt was rubbed almost raw from the intensity of his tonguing. He felt, heard her fingers thrust deeper and harder and faster into the creamy cunt just inside her costume. His hands moved down to her feet, steepled between his legs. He picked up one marvelous leg and raised the thigh-boot to his groin, rutting shamelessly against the sturdy leather, the heat and the feel and the knowledge of _her_ making it so much better than his hand.

"Yes, yes!" Felicia moaned, feeling his raging erection insistent against her calf, squirming and moaning with every trip its hardness took toward her thigh. "Oh God fucking yes!"

Inspired, Peter's tongue moved a half-inch north into the valley of her glorious ass. Felicia sharply took in breath. Peter took one hand away from her leg and moved it to cup her buttocks, spreading one half, baring the tiny pink tightness of her clenched asshole just beneath vinyl. Felicia could feel its separation from the skintight material inside her suit. His tongue rimmed and tickled the vinyl that was supposed to shelter her, pushing it against her little rosebud, conducting electricity that pried gently but determinedly at the very idea of resistance.

"Love me there, too," Felicia teased, feeling him fuck her leg harder, feeling her tiny hole open and his tongue push the covering vinyl inside her opening. The tongue that was transmitting through it flickered and stabbed, arousing shallow but undeniable sensations in her most sensitive place. She jerked at every motion of his tongue, like he was spanking her with a hairbrush instead of licking her through vinyl. Her asshole was growing hot and her fingers were almost maniacal in masturbating her.

"Oh!" Felicia panted suddenly. He'd covered her asshole with his mouth and was now sucking, the vinyl against her opening feeling like it was on fire. Her body shook and quivered in excitement, responding to his fiendish mouth, and she pushed her ass into the air, against his face like an offering.

They'd formed a sort of tent. Peter kneeling behind her, Felicia with her ass in the air and her face against the floor; yin and yang. Then, Felicia realized she could reach back, between her legs, to him. She could draw the waist of his costume down over his so-hard prick. She could fit it in her hand and rub it, just like his tongue was rubbing her.

"Eat my asshole," she told him, voice choked, "while I fuck your cock."

He obeyed, tongue worming into her ass, carrying the vinyl with it. She felt the pulsation beating a tattoo through his hard cock, the river of precum flowing from his cockhead that greased her gloved hand. When she tightened her fist, she could feel his racing pulse chiseling at her palm. She loved it. His size, his hardness, the so-obvious eagerness he showed to get inside her. It was all she could do to get her fist around such a maddened erection, and all his tongue could do to stimulate her asshole's crushing tautness. She thought her own suit had gone further up her ass than any set of anal beads ever had.

"Oh fuck!" Felicia moaned in private ecstasy. His tongue had felt so good that she'd barely noticed its pleasure transitioning into a full orgasm, but she knew it by the rush of warm juices flowing down her inverted belly, her pussy tightening against his pistoning fingers, her breasts suddenly climbing as she hollered in broadening satisfaction. She was coming and coming and coming and she needed to come, needed more, needed him.

"Fuck my ass!" she ordered, pulling his cock to her, and Peter rushed atop her, mounting her like an animal, fingers ripping at her catsuit as he tried to force a handhold, to get it open, even as she held herself obligingly still and he thrust helplessly against her bubble butt, the vinyl so sleek and warm and even wet with his own saliva. He was dry-humping her, his aching cock harder than ever inside the crack of her ass, Felicia moaning even deeper as she felt it so close but so far away.

"This is," she panted, "as close as you can get—to my perfect— _fucking_ —ass!"

"Now, Felicia!" Peter grunted. "Right now!"

His cock swelled larger than it ever had before, a monstrous weapon that seemed to dwarf Felicia's thick ass before it shot, his cum flying to the back of Felicia's neck. Peter grabbed hold of its base, squeezed, seemed to channel the explosion he felt into load after load blasting from his cock. He fired as far as Felicia's white hair, and coated the sable-black material over her back and ass with his seed.

Felicia felt the heat of his spurting right through the vinyl, heard his groans as he exorcised himself of all the cum that had gone unused by one Gwen Stacy. She thought she was coming again, knowing this was all for her. The cum that covered her ass flowed down between the abundant cheeks, into the crevice between her legs. Felicia smiled dazedly as she felt the heat of his seed against her pussy, like it was meant to go there, like it wanted to.

Peter came one last time, this final shot landing in a puddle underneath them. Then he fell forward atop Felicia. There was an audible splatter as he landed on a dozen wads of his own seed, but he couldn't care. He just panted, staying against Felicia's magnificent body for warm, wonderful minutes as his spunk cooled and congealed.

Felicia breathed deeply as she reached between her legs, fingered the jism slowly running over her crotch, and brought it to her mouth. The man definitely ate enough vegetables…

Peter suddenly stood, the smell of cum obnoxiously thick in his nostrils. He pulled his mask down, his pants up, and Felicia looked over her shoulder at him once more. Her pose now not displaying her body, but the layer of cum that marked it. The same cum covering the front of Peter's costume like a camouflage pattern.

"Explain that to blondie," Felicia teased.


	3. Chapter 3

Her Spider left hurriedly after he'd realized what he'd done. So fast he didn't realize that she'd slipped a tracking device onto him. Felicia followed at a distance, his cum still wet on her body, and found him finally slip into a cramped apartment through the skylight, ripping off his clothes and urgently putting the costume under running water. Leaving it there as he ran into the shower.

Now that she knew where the loot was being stored, Felicia could get her hands on it anytime she wanted.

All that was left was to dress for the occasion.

* * *

Peter actually felt better after his encounter with the Black Cat. Not as—crazy. He'd done a bad thing, he knew it, but now it was out of his system and he could really concentrate on his relationship with Gwen. Because _that_ was what he wanted. Not to fuck Black Cat, that wasn't any kind of relationship, him just rubbing himself against her perfect ass and fondling her perfect breasts, coming all over her like—

Peter returned to his costume. It didn't _look_ like his cum was still on it, but he washed it again anyway. The doorbell rang as he was wringing it out. He left the costume to soak, freshly scrubbed, and went to answer the door. It was Gwen. Movie night.

* * *

Felicia watched from the neighboring rooftop as Spider-Man and his dumb blonde sat on the couch and watched rom-coms. That was her idea of an evening with Spider-Man? No wonder he'd been so easy to seduce. She watched and waited, piquing her interest by caressing her own body. Only a little. Only enough to remind herself of how good Spider-Man would feel against her. So much better than her own hands. As the saying went, money stolen was twice as sweet as money earned. And a man stolen…

Her new costume would easily rip him out of little Gwen's hands. What was she wearing, a skirt and a turtleneck? Felicia wore latex, the black shine of it flowing tightly all over her, encasing her breasts in a contest between their swelling exuberance and the constrains of the material. Her cleavage barely surrendered to being contained, the latex squealing over them with every breath, a constant fondling.

Her limbs, her stomach, her glorious ass were all similarly suffocated, the latex so tight that the innermost curve of her ass was bitten into, as were the lips of her labia. There was barely a wrinkle in all of its length. Felicia loved how all the latex _squeezed_ her body like a jealous lover. She would love it even more when Spider ripped it off and put his big cock inside her, its monstrous size pressing on her insides as hard as the catsuit was now pressing in.

Felicia was so lost in her autoerotic imaginings, her little gyrations and fantasies against the tight latex, that when next she finally looked into Parker's apartment, she saw that they'd fallen asleep! Peter and Gwen, asleep on the couch while the DVD menu for some shitty Katherine Heigl movie flashed in front of them. Some romantic evening!

Felicia took out her whip—gratuitous, she knew—and flicked it out to catch the cornice of the building. She swung to the window, contorting her legs to bracket herself within the brick frame of the window before she popped the latch and went inside. First, she turned off that insipid television. Then she regarded Spider-Man. Her perfect man, with his very imperfect girlfriend attached to his side like a leech. Well: she wasn't the jealous type. Peter could have her too—if she still wanted what Felicia left of him. An empty ballsack and a sore cock…

Turning around, displaying her latex ass at its most luscious to his unseeing eyes, Felicia sat back onto Peter's lap. His cock quickly stirred, Felicia rubbing at it gently but insistently with her ass, the subtle whisper of latex the only sound. She could feel it throb right through both their clothes, growing hard against her flesh. It seemed even bigger than she remembered. Felicia shifted from side to side until his vertical hard-on was inside her ass crack, then moved herself up and down in a slow bump and grind, rubbing the split of her ass along the shaft of his manhood. She could feel when his bulging cockhead touched her anus…

Peter groaned softly and Felicia felt herself growing wet, her own arousal making the latex at her cunt seem even tighter. Moving with masturbatory pleasure, she gave the sleeping man the mother of all lapdances, kept on the cusp of satisfaction by the thought of him waking up and seeing his wet dream was a _very_ wet reality.

"Itchi gitchi ya ya da da," she sang to herself, eyes closing, fondling her breasts and the extension of her nipples through even the suffocating latex, twisting them and then letting them unwind. "Itchi gitchi ya ya here." Caressing the soft hairs of her cunt with a feathery light fingertip between her legs. "Mocha-choca-lata ya ya… Creole lady marmalade."

She backed into him, now almost twerking against his hard abs as she flicked back the waist of his slacks, letting his cock shoot out of the tent it'd made. She captured it between her thighs, rubbing its shaft against her cunt. His hot breath fanned against her back and through her hair as she squeezed his cock between her legs, feeling it growing and hardening like a beast trying to get to her cunt. She remembered, more vividly than ever, how Spider-Man had fucked her as she examined his cock to her heart's content.

It was _perfect._ Long and straight, thick as her wrist, the cockhead set above its sheath like a diamond in its setting. When she reached down under it, she felt his balls fit sweetly into her hands, hot and full of cum she knew to be thick and copious.

Enough foreplay. She needed that thing inside her _now._ She needed Peter to be _hers._ Craning her neck, she leaned back and licked Peter's face from chin to hairline. "I'm gonna be yours, Spider. Only I deserve that big cock, because only I know where to put it. Between my big tits. Down my throat. In my cunt. In my ass. I can take it anywhere. My body's built for that big cock…"

Peter rolled over in his sleep, onto his side, groaning as he came awake, but Felicia was quick to slide between him and Gwen, embracing him from behind. She kissed his neck, stroking his cock as she looked over his shoulder at its continued growth. "Yeah… get nice and hard for me… you're gonna need to be hard as hell to get inside my tight ass…"

"Cat!" Peter finally managed to groan, but Felicia hushed him, feeling his balls in one hand, his cock in the other, rubbing her warm cunt against his ass. Her breasts pressed into his back.

"Can you feel what I'm rubbing against you?"

Peter gulped and nodded sleepily.

Felicia leaned in, preening herself upward so he could feel her latex-encased nipples drag up his back. "Those are my tits. And lower, right on your tight little ass—" She preened again, this time practically dry-humping his lower back. "That's my cunt. Can you feel how hot it is? That's where your cum's gonna go when you're done _fucking me-!_ "

Peter startled as he jerked fully awake, arms flailing reflexively, the knuckles of one hand bunting against Gwen's face. He looked over at her, his entire being suddenly focused into the hope she wouldn't wake, but Felicia grabbed his face on either side, latex gloves shockingly cool on his flushed cheeks.

She kissed him hard, straddling his lap with breasts on his chest, nipples needling through his shirt. Even as he felt his own tongue move to pleasurably counteract hers, he realized how exposed he was—in every sense of the word. It sent a thrilling shudder through him, even as he looked worriedly to the slumbering, stirring Gwen.

"Christ, don't wake her!" he whispered urgently, not knowing what to do. It felt good—but Gwen was right there—but if he tried to stop her—he was in quite a vulnerable position—and it felt good…

"Then maybe you'd better give me something better to do with my mouth—" Felicia teased.

* * *

Gwen was dreaming. In her dream, a beautiful white-haired woman—that Black Cat criminal her father was after—she was kneeling before Spider-Man, lowering her head to his exposed cock. In two seconds she had it dripping with saliva.

"I don't want to watch this," she told Peter, who was sitting next to her, but he wouldn't look away.

"Look," he told her. "You might learn a thing or two."

Black Cat was already pulling herself off Spider-Man, sitting on his lap and smooshing his well-lubricated cock against his belly. "Now, let's get me wet too!" she said, leaning backwards and sliding off the couch Spider-Man was sitting on. Spider-Man grabbed her by the hips and pulled her to his mouth, so she was hanging upside-down with her cunt offered to his hunger.

She wrapped her arms around his wide-spread legs, holding herself up as his hands explored her satiny thighs, her round hips, the latex squealing as he roughly handled it. His mouth pushed between her legs, kissing her through the latex, tip of his tongue peeking from his mouth. Black Cat quivered with eager pleasure, watching herself be devoured right through the latex. Spider-Man caressing her hips with his palms, then cupping her ass—bringing her clit up to his flickering tongue. Black Cat jerked and panted.

"That's the spot, Spider! Show Gwen what she's missing! Show that stupid bitch what she could've had every night, _only it's mine now!"_

Gwen saw that the cat burglar's nipples were springing up hard, even through her skintight suit. That slut had no shame!

The Black Cat was grinding her pussy into Spider-Man's face, growling as his teeth flashed against her latex. He was actually _tearing_ it! But still, Spider-Man leaned back—clinging to her ass tightly, making sure she couldn't get away from his tongue fucking. Black Cat saddled the back of his head with her hands, so that as Spider-Man leaned away from her, she pulled herself up to mount his face, his cock now throbbing freely in the air as she squatted on his mouth, rubbing her juicily dripping cut back and forth on his face so that his tongue could be everywhere she needed it.

"Oh, your tongue is so sweet, Spider!" Black Cat cried. "I'm gonna love feeling it up my cunt! It's so wet for you, so hot for you—first it's gonna take your tongue, then that big, fat _cock!"_

She was literally bouncing up and down with excitement, bouncing up and down on Spider-Man's face as he cheerfully accepted it, hands cupping, even slapping the thick cheeks of her ass. All while the Black Cat stared at Gwen, eyefucking her—Gwen didn't know what it meant. What an odd dream she was having.

Suddenly Black Cat froze, her eyes nearly popping through her domino mask. "That's my ass, Spider! Your tongue's in my ass!"

Spider-Man grunted in reply, his tongue licking furiously exactly where she'd said it was. The sensation had to be fantastic. Black Cat was wiggling around, actually _gurgling_ with delight.

"Oh, yes, _of course_ you love my amazing ass! You'd rather lick my ass than fuck that Gwen Stacy cunt, wouldn't you? It's all yours, Spider! You can lick my cunt, you can eat my ass, you can suck my tits! I'm your anal whore, your oral whore, your slut, your bitch, your official cum _fucking_ depository! Just fuck me hard!

Her head spinning, Black Cat pressed her ass into Spider-Man's face, his tongue pushing back past the ring of her asshole and as deep inside as the skintight latex would allow. Black Cat wailed with pleasure as her asshole gripped all of his tongue that it could, hungry for more. Her nails dug into her breasts as she vibrated excitedly atop him, his tongue stabbing in and out, fucking at her, feeling so good her green eyes rolled back in her head.

"Worship that ass! Please this perfect ass the way it deserves!" Black Cat cried happily, wiggling her ass literally in his face. "You know how hard this ass can make you come, so show it how much you love it!"

Spider-Man licked and sucked hard, his nose pressed right up against her wet cunt, breathing cut off. Every time Black Cat shifted her ass, which was often, he sucked in air before his nose was returned to her cunt. His tongue darted and flicked at the thinning latex covering her asshole as he tried to pull her rounded cheeks further apart. His cock jerked hungrily above vast, swollen balls.

"You're making me come!" Black Cat screamed. "You tongue-fucked my asshole and _made me come!"_

The contractions of her cunt squeezed her asshole around his buried tongue, Spider-Man pushing his open lips into her ass as deep as he could do, sucking as his tongue fucked, the orgasm they produced burning through Black Cat. She trembled as she slipped off his face, head tilted back, eyes clenched as she fell, orgasmic, directly on top of Gwen Stacy.

Who startled awake, eyes boggling as she realized that everything she had drowsily observed in the past few minutes was _real._ "Peter! What the hell? Who is this woman!?"

"His new girlfriend," Felicia smirked at him, pulling herself back on top of Peter. He vaguely tried to push her away. "Say goodbye now, virgin. You're not even interesting enough to be a crazy ex."

"You _skank!"_ Gwen hissed, throwing herself at Felicia, getting in a decent slap before Felicia backhanded her to the floor. She pumped her hips against Peter once more, then dismounted, planting her high heel in Gwen's throat before she could get up from the floor. Gwen growled as the stiletto pressed into her adam's apple.

"He's a fucking machine, Gwendolyn, a real _man._ And he deserves a real woman to take all that cum you were letting go to waste. Spider, web her down. If she wants to stay, she can stay and _watch."_

Peter was struggling to tuck his erection away when it seemed determine not to give an inch. "Uh… maybe we should talk about this…"

"Shut her up and you can fuck my ass. I won't just be your lover, Spider. I'll be your goddamned whore…"

Gwen squealed in outrage. "You can't be serious! Peter, don't you see she's nothing but trash? She doesn't care about your personality or your feelings at all, she just wants your penis!"

Felicia's eyes flickered to Peter's. "So? What's it going to be? Kick me out and listen to her lecture you on personal boundaries or some shit, or your big cock all the way up my ass?"


	4. Chapter 4

Gwen's mouth dropped open. "Fucking bitch!" she said, but anything further was lost in the _thwip_ of Peter webbing her mouth shut. Then pinning her wrists and ankles to the ground, effectively locking her in place.

"Ooh, you got some of your goop in her hair!" Felicia giggled. "Feel free to do that to me later on. But for now…" She sprawled herself on the couch, from one arm to the other, on all fours with her ass wiggling in the air. "Make me feel dirty! Make me feel like a whore! _Fuck me like an animal!"_

Peter's hands clapped down onto her ass, cupping her buttocks, squeezing them hard enough to make Felicia ram her ass backward into the circle of his hands. She needed more than just his fingers dipping between her asscheeks. She eyed Gwen as she spoke.

"Ass-fuck me, Peter. I want you to ass-fuck me. And after I fuck your big, beautiful cock, I'm going to suck it off, and I want you to have another big, hot load of cum for me! I want cum everywhere—in my cunt and my mouth and on my tits…"

His finger found the tight ring of her anus and pushed into her ass, the latex crying for mercy as he stretched it. Felicia stiffened all over as his fingertip wiggling in her asshole. She gave Gwen a shaky smile.

Gwen could've vomited. If Peter had even _asked_ to put his finger in such a dirty place, much less his phallus, she would've considered it a breach of trust. Him suggesting such a perverted thing. But Black Cat looked like she didn't care at all! She just wanted cock and she didn't care how she got it!

Peter rammed forward, his cock not even close to penetrating her body, but sliding along the groove of her cunt, shoving back and forth between her slot. Felicia moaned as she was teased, her labia hammering with excited blood, his cock striking sparks from it like a flint. Her tongue lolled out from her mouth, the woman actually _panting_ lasciviously as Peter dry-humped her latex suit. But he wouldn't be satisfied with that. Not this time.

Then Peter pulled away and it was sheer torture for Felicia, the cat burglar biting her lip as she waited for him to return. _He's going to fuck my ass,_ she mouthed to Gwen, and the unspoken words burned in Gwen's ears. How could she not blush at such dirty words?

Peter's hands again rested on the smooth cheeks of Felicia's ass, stroking and cupping them, then pulling them apart. Felicia cried out with a triumphant laugh, falling forward, head resting on crossed forearms so she could shove her ass even higher into the air.

"There's a zipper right above my ass, Spider, right at the base of my spine. It's well-hidden, you just have to press hard with your fingers and—"

Peter pressed the blunt head of his cock into the ring of her ass, pushing, prodding, the latex denting inward to allow his cockhead to slip past the muscular guard of her taboo hole. For a moment, Peter paused, relishing the heat pouring through her latex. Then he pushed again, his hips inexhaustibly surging forward, Felicia's jaw dropping as she felt a kiss of latex deep within her most sensitive place, his cock forcing it further than it had ever gone.

"You gotta unzip me, baby, Spider, you gotta unzip me if you wanna—"

Peter jammed himself in, the latex tearing before his impossibly hard cock, letting it slide into her incredible tightness. He sheathed himself in resisting, welcoming flesh, slowing down, moving gently and unhurriedly, stopping a ways inside her to sigh almost in relief.

"So hot…" He pushed forward again. "So tight!"

Felicia was on the brink of coming again. She'd lubricated before entering the apartment, but still, his initial thrust had made her flush with pain. Then there'd been the slow, domineering, possessive pain of his entry, until her body finally stretched enough to let him in. Now, belatedly realizing what had happened, just how hard she'd made him, she whooped in surprise and delight. She felt like she'd reached the summit of womanhood, getting such a superior man to want her so bad.

"Bet you wish it was you getting fucked like this," she told Gwen, actually purring deep in her chest. "But you can't—you can't take his big cock like I can—you can only watch. Watch a real woman show you what a man is good for…"

Felicia broke off in a gasp, Peter pulling back, even the drag of his cock exiting her ass bringing her pleasure. He only retreated a little ways, and then his thrust back inside her, cruelly stretching her delicate-feeling membranes, brought her over the brink. She came, eyes rolling back in her head, an infectious smile distorting her long moan.

"Yeah, come for me," Peter gasped. He was drenched in sweat, and he pulled his stained shirt off. Gwen could see his hard abs, his thick pectorals, sweat making them gleam as he clung to Felicia, riding her. She felt a flicker of lust go through her as she remembered just how handsome he was, then the sickening realization that it was Black Cat enjoying that, not her.

As Felicia drifted down from her high, she felt his prick sliding out of her. She didn't care if he was just preparing to shove it back in: that was her cock and she wanted it to stay right where it was. She tensed up, her muscles clamping down on his cock with impressive strength, and Peter cried out as he felt how roughly his shaft was being massaged.

"Yes, yes," Peter muttered as he still pulled out, Felicia moaning in dismay—he stopped with only his cockhead still inside her. Then he rushed back in. Felicia screamed, caught between pain and pleasure; her ass could still only barely take his cock.

" _YES!"_ Peter huffed, her ass warmly embracing his return. He pulled out again, an intense suction dragging at his cock all the way out, pleading with him to stuff it back inside her yielding body.

Felicia got her wish; felt him fuck into her so hard that his hairy thighs ended up pushing against her ass, balls wetly slapping on her cunt lips. The latex was still ripping, peeling away from her ass as it jiggled with the sheer force of his thrusts into it.

"I want your clit too," Peter groaned, fully embedded in her, her ass almost literally sucking on his prick. He reached down underneath her, finding the hardness of her clit through the thin latex upon her crotch, and he circled the latex all around her button, bending it into her erect little clit, the latex touching her clit on all sides, in all ways, sending waves of need through her body that collided with his deeply buried cock…

"Fuuuuuuuck!" Felicia moaned, her body burning, thrashing about, helpless cries animating her throat. She was not just Spider-Man's whore, but a happy hooker at that. His fingers never left her clit; his cock stayed entirely up her ass. He kept her strung out on her orgasm for a minor eternity and Felicia caught Gwen looking at her. A look of envy.

"Oh yes," she moaned, "this is what it feels like. When you stop playing coy and let him fuck you, as hard as he wants, as deep as he wants, _wherever_ he wants. I don't care. I'm his toy. His sexual plaything. He can use me however he sees fit, because with a cock like his, I can't help but _come!"_ Felicia shoved her ass back to meet Peter; he had pulled out and was thrusting into her again. "And come!" She had to get it deeper. "And come!" She wanted it to fuck her so deep it would never leave.

Great hot tears spilled from Gwen's eyes as she watched. This wasn't anything like sex was supposed to be. This was just perverted, two people, little more than strangers, sharing their innermost desires without a care in the world, before no doubt parting ways as if nothing had happened at all. It was disgusting. She knew she would surely never get over this, surely never feel clean after being party to this degradation. She didn't know how Peter could stand being _soiled_ in such a way!

"Can't hold on much longer," Peter gasped, one hand cresting Felicia's hip, holding her up, the other rubbing frantically between her legs. "Feels like you're crushing me—burning me up—"

"I'm on fire, Spider!" Felicia bit at her glove, pulling at the latex with her teeth. "Put out the fire… put me out… come inside me! You already marked your property, now use it!"

"Yeah!" Peter groaned. "Yeah!" It was as if his hips had a mind of their own. He couldn't control their power any longer. He fucked into Felicia with rough, ragged strokes, his balls tightening up to a pressure cooker boil, lurching, clenching, ready to escape. He pumped hard into Felicia, no longer afraid of hurting her, only caring about _fucking her_.

She slipped forward, battered by his cock, but he webbed her hands into place on the arm of the couch, holding her nice and still for him to fuck into. With Felicia unable to escape, the friction mounted inexorably. She sensed it coming, headbutted the couch as she came again. Then Peter sealed himself inside her, too deep for even a drop of cum to escape, and exploded in her ass.

"SO MUCH CUM!" Felicia screamed, feeling his ejaculations pulsing against the ring of her ass, a feeling of wetness deep inside her that renewed itself with every jerk of his dick. Peter pulled on her hair, jerking her up so that her screams were audible to the whole apartment. "YOU ALREADY CAME ALL OVER ME, HOW CAN YOU HAVE SO MUCH MORE? OH GAWD, I CAN FEEL IT IN MY STOMACH!"

Peter kept coming, pumping out spurt after spurt into her greedy body for over a minute before he went limp. Then, exhaling, he dropped back across the couch. In moments, he'd lost consciousness.

Felicia stayed in the position he'd set her in, her ass still jutting into the air. With her suit ripped, the big, firm curves exploded out into open air, a soft red from the smacking of Peter's loins against her cheeks. The skintight latex couldn't hold a candle to the ass it had covered, the flesh smoother and softer and more perfect than anything manmade could ever be, and Peter's last glimpse of it, set with his seed and gently tanned by his fucking, pushed into his dreams.

Cum poured ardently from her gaping anus, and Felicia shuddered as it ran down her legs. She ripped her hands out of her gloves, leaving them webbed to the couch. Then she forced herself up, clenching her ass as best she could to hold it shut, and walking over to Gwen. Above her, she held her ass open and laughed evilly as Peter's ocean of cum fell all over Gwen's face and breasts. Gwen was drenched in Peter's secondhand seed, still warm from his balls—the blonde closing her eyes and moaning as she was showered with the evidence of what Peter had done.

Finally, it was all out—only a trickle of cum ran down Felicia's ass. She turned around and knelt down next to Gwen. She could see the blonde was nearly out of her mind with shock. "Don't worry, Gwendolyn," Felicia said cheerfully. "I'll help you clean up."

Leaning over Gwen vampirically, she flicked her tongue out and licked a glob of jism from Gwen's cheek. Gwen gasped and jerked away from her, but the webbing had her—there was nowhere to go. Felicia licked up more of the cum, taking gushing laps of it from Gwen's face, even from her lips.

She swallowed some, the salty taste delicious, and growing wonderfully familiar with each gob that ran over her tongue and down her throat. But the last of it—the swath she harvested from Gwen's pale neck and stupid hairband—she shared. Slit open the web-gag with a knife from her boot and kissed Gwen, forcing Peter's seed down the blonde's throat with her tongue, Gwen gagging as she tasted a man's seed for the first time.

"Yummy, isn't it? There's plenty more in my ass if you want seconds." Felicia looked down, seeing that plenty of cum had fallen on that stupid black turtleneck of Gwen's. "Mmm. Make that thirds."

She bent even further, licking at the cum running slowly down the meager curves of Gwen's breasts.

"You whore!" Gwen gasped in horror, feeling Felicia's tongue right through the cum, her top, and her bra, licking at her soft breasts.

"That's right," Felicia said, slowly lapping closer to Gwen's nipples and the cum they held. "Spider's whore. And I love it so fucking much. You should try it sometime."

Gwen's whole body shook in outraged denial as the Black Cat sucked on her outstretched nipples, the swirling of her tongue filling Gwen with both horror and an awful, sickening lust. She moaned and struggled, but the webbing held her tight.

"There. Nice and clean." Felicia licked her lips. She glanced down. "And look! Even more!"

Tears brimmed in Gwen's eyes as Felicia slowly licked across her stomach, licking up every drop of cum that had landed there, her powerful tongue actually pushing her blouse up her belly. Felicia kissed the little ribbon of exposed skin, leaving a semen-white lipstick mark right on her womb.

Gwen's body heaved as she wept with frustration and rage, her biceps bulging, legs trembling as she tried to escape. Felicia smiled at her, showing Gwen teeth soaked in sperm.

"That was fun. You can watch me fuck your boyfriend anytime!" And then, rubbing Gwen's head playfully, she stood. "Always remember, bitch: I'm his whore _and you're not."_


	5. Chapter 5

They broke up after that, obviously. Peter's emotional state was an odd decomposite. He felt shame over what had happened, but not regret. Maybe he was intellectualizing it, but it seemed clear to him that if his and Gwen's relationship could be broken up by nothing more than a hot chick in a catsuit, then it probably wasn't good for business in the first place. Still, he felt embarrassed enough to let Gwen have the apartment, moving his things out and staying with his Aunt May while he looked for a new one.

The apartment hunt proceeded fruitlessly. New York real estate made Doctor Doom look nice, and even when he found a decent place in his price range, he was so distracted by his Spider-Man patrols, his job at the Daily Bugle, and his studies that someone else would invariably snatch up the pad before he could. Heck, they'd snatch up the closet if it was being subletted. Being Spider-Man in his spare time didn't make him any different from the hordes of apartment seekers in the Big Apple. It was enough to make him try joining the Fantastic Four again, hope they had a couch he could crash on.

Having fought the Shocker to a standstill, Peter began the rigmarole of preserving his secret identity. He had to track down where he'd webbed his clothes, hoping the hiding place had been good enough, then he'd have to take a cab back to Aunt May's place, tapping further into his savings—no commute would spare him time to stay up half the night fighting evil. Finally, wearier than a straight-up fight could ever make him, he left the cab's atrocious shocks and mind-numbing conversation for the greener groves of May's.

"Still no place to call your own?" May asked, heating up dinner just for him.

"Nothing. No prospects whatsoever," Peter sighed.

"You can always stay here," May suggested. "Think of it like having, oh, a roommate."

"Sorry, May, I just can't sleep with all your wild parties, you know that," Peter teased. "Besides, the commute's killing me."

"Well, if you don't want to stay here, you can always be a boarder," May told him. "Closer to the city, though. I've taken one and I don't charge her much at all."

"Her?"

"What's with all the excitement?" Felicia Hardy asked, coming down the stairs in a haze of drowsy, girlish energy. "I thought Queens rolled up the sidewalks at eleven."

Peter stared at her. She was dressed almost modestly: her white hair tied back into a messy French twist, her mask and collar replaced by a black lace choker, and her… inspiring catsuit traded for a black halter top with a kitten's face on it in white, her skirt black with white trim. Its asymmetrical contrast gave her a casual elegance that, while being street clothes, maintained the decadent easiness she showed as the Black Cat. Her boots had a white fur trim as well. The woman knew her look.

Her clothing was all perfectly innocent; it was her expression and the look in her eyes that told you she'd been around and would let you know it. Her eyes raked over Peter's muscular body, lingering on his crotch as if calling some bluff, before flickering back to his eyes.

"And who's this?" she asked, deeply ironic.

"My nephew," May answered. "Oh, I've told you about him plenty. Peter Benjamin Parker, meet Felicia Hardy, my new tenant. She's an artist!"

 _An artist at what, I bet she hasn't mentioned,_ Peter thought viciously. He extended his hand to shake. Felicia took it in both of hers, her hands even softer and warmer than her supple gloves had been.

"Sorry to just occupy your turf like this," Felicia said. "But this place is _so_ charming! I think I can do some really nice spreads here."

"I guess that would make you the girl next door."

"Every girl's next door to something," Felicia replied.

May could see the chemistry between them and for a moment she had a vicious twinge of worry. But she reminded herself that whatever Peter's little drama with Gwen, he would certainly get back together with her. Felicia was a nice girl, but far too bold for a sweet boy like Peter. He'd let her flirt, but that was as far as it would go. And who was May to judge someone for flirting? She'd gotten into her share of trouble when she was their age.

They sat around the kitchen table, Felicia and May telling him all about how Felicia had moved in, while Peter ate his food and deliberately avoided looking at Felicia. If nothing else, there was no sense in giving May any reason to think there was something there. And besides, every time he glanced at the minx, he thought of how she looked with cum all over her face.

And when Peter held May's attention, he would feel Felicia's eyes on him; glancing back at her to find the woman lasciviously darting her pink tongue out and tracing her lips. As she had before sucking his cock.

Finally, they drifted apart. It helped that it was late. May was too tired to sit up all night, Felicia feigned tiredness as well, and Peter went to do the dishes. He loaded them into the dishwasher, always expecting Felicia to return and spring her trap. By the time he was finished, he decided he was done waiting.

* * *

A sudden knock on her bedroom door had Felicia leaping off her waiting perch on the bed, a cute little pose she'd worked out, half-wanting Peter to just burst in unannounced. Instead, she impatiently flung open the door to find him standing there, looking very uncomfortable.

"Uh, Felicia, I… just wanted to talk to you for a minute. May I come in?" he asked.

"It's your house. You can do what you want," Felicia replied with a shrug, moving away from the door.

She seated herself on the edge of her bed as Peter sat down in an easy chair in the corner.

"How'd you find me?"

Felicia flushed and bit into her lower lip, acting abashed for a moment before she grinned with malice. "Facebook. Your little girlfriend has _so_ many pictures of you together. Once I found her, I found you. And, having found you—I decided to keep you."

"You're not my girlfriend," Peter replied stridently.

"Why not?" Felicia mockingly pouted. "We're very… compatible. A good fit, you might say. And you're _clearly_ single."

"You're a criminal," Peter immediately replied.

"Takes one to know one," Felicia taunted, sing-song. "I don't see a badge on that skintight costume of yours. And I have looked…"

"I want you to stay away from my aunt. You can stalk me all you want, but it stays between us, it shouldn't involve…" Peter's eyes widened as his gaze focused on Felicia's chest. "There's something… wrong with your top."

"What do you mean? What's wrong with my…" Felicia laughed suddenly, seeing that one of her breasts had popped free of her tight halter top. The entire curve of it was now visible, the nipple long and stiff. "And that strikes you as wrong?"

Peter was discreetly looking away, giving her a chance to slip her naked tit back into her top. But, glancing at his crotch, Felicia could see the beginnings of a hard-on bulging against his pants. And the beginnings of his hard-on were bigger than a lot of men's full erection.

"Could you just fix it, please?"

"Absolutely, Peter. I'd love to fix it." With that said, Felicia tore her top off and threw it down, rising to stand right in front of Peter. "You can look now, Peter. I'm decent."

She smiled as she continued to stare at his bulging crotch.

Peter turned back around and found himself staring at both her breasts now. "God, Cat, you said you were decent!"

He tried not to look, but it was impossible for him to tear his gaze away from those two huge, tempting mounds of strawberry-tipped flesh.

"Well, spectacular is more like it, but I was trying to be modest," Felicia said with a little giggle. "You like modest, right? Why else would you date Gwen Stacy?"

"Put it back on," Peter choked out.

Felicia laughed, delighted by his outré reaction. He was really getting turned on by her. She could see his erection getting bigger and harder by the second. And despite his supposed shock, he hadn't left the room. He was sitting there, staring at her tits. It was such a turn-on.

"Why should I? Don't you like looking at my tits? Is there something wrong with them?" Felicia taunted. And now she scooped both of her heavy breasts up into her hands and lifted them as if in offering.

"Of course there's nothing wrong with them!" Peter replied angrily. "It's just not right, that's all."

"Why not?" Felicia asked sultrily, moving closer to him.

"It's just… I don't know… I just…"

"You didn't answer my question, Peter. Spider," Felicia said smoothly, thoroughly enjoying herself.

"What question?" Peter asked, closing his eyes to try to keep from focusing on the mesmerizing sight of Felicia's naked tits. That just made him blind to her continued advance.

"Do you like my tits?" Felicia asked softly.

"They're very… evenly distributed," Peter said, his voice thick with lust.

Felicia laughed again, this time in triumph.

"That's one way to put it. Would you like to touch them?" Felicia could feel her sex growing hotter and hotter with each passing second. She was standing right in front of him now.

"God, Felicia!" Peter said, clenching his hands on his knees as if afraid of what they would do if they were loose.

Felicia shuffled between Peter's open legs, her shins hitting the chair he sat on, kneeling forward to rest her weight on the seat between his thighs.

"Take that as a yes," Felicia murmured as she reached down and grabbed one of her lover's hands, placing it firmly on her right breast. With her hand covering his, she squeezed, forcing him to squeeze as well. "Mmm, feels good," she cooed. "Don't you like touching me, Spider?"

He opened his eyes, staring in disbelief at his hand sinking into the fulsome flesh of her tit. It heaved against his palm, full and potent, its springy resilience driving him to squeeze it more and more, to grope it with much of his strength, moving his hand all over its contours…

"Tell me if you like what we're doing, Spider," Felicia said, savoring the sense of power she felt over him. She continued to push her breast into his hand, and she noticed that Peter's cock was still swelling within the confines of his trousers. "Tell me that you like this or I'll stop right now!"

"No, don't stop!" Peter groaned and, to Felicia's delight, he reached up with his other hand and gripped her left breast. He kneaded the firm flesh as roughly and as thoroughly as he was doing her other breast. "I love touching you, Felicia."

"Oh, good! But I think that's enough for now, Peter." Felicia moved back from him, her tits slipping out of his grasping hands.

"Felicia!" he protested, reaching out as if to grip her tits again.

But she shook her head and darted away. "Naughty, naughty! Mustn't touch! You said it yourself—it's wrong."

Peter gritted his teeth. He looked away. His eyes darted back and forth from where his head was turned to Felicia's heaving cleavage. He couldn't help but gaze hungrily at her tits.

"So you just sit right there and watch me. That isn't wrong. It's perfectly natural for me to take my clothes off to go to bed, isn't it? And it's not wrong for you to look at me, either. But touching me… that's not allowed. Right, Spider?" Felicia demanded, feeling her pussy tingle.

Peter licked his lips unconsciously. "Whatever you say, Felicia."

"Whatever I say…" Felicia repeated slowly, as if thinking it over. "I like that. That's very good. Maybe if you're very, _very_ good, I just might let you touch me. Would you like that?"

"Yes," Peter gritted out, his eyes furious, at himself more than her, she thought. His cock was hardening even more at the thought of touching her naked body. She didn't think he could help it.

Felicia kicked her boots off. She grinned at Peter—all part of giving him a good show. Staring right at him as she unzipped her skirt. She was glad to be wearing panties for once. She wanted to prolong her teasing of Peter. She wanted to make him want her the same way he'd made her want him.

"Take. Them. Off," Peter panted, moving his gaze down to her panty-clad crotch.

"You first," Felicia said sternly. "Show me where all that radioactive blood is going."

Peter unbuttoned the fly of his trousers and hauled out his cock. It was rock hard, making Felicia's mouth water with desire as she stared at it. And, without being prompted, Peter began to jerk himself off as he stared at Felicia's bare breasts.

Felicia's eyes widened as she stared at his huge cock. She strutted back and forth before him, swaying her hips, letting her breasts jiggle, modelling not clothes for him, but her voluptuous body. The more she turned him on, the faster he stroked.

"Take your panties off… don't tease me like this… take your panties off now!"

Felicia laughed delightedly. "Do you want to see my little pussy, is that it? Tell me, Spider. Do you want to see my criminal pussy?"

"Yes! That's what I want! For God's sake, Felicia, let me see your pussy!"

"Well, I don't know, Spider. I mean, what if we get caught?" Felicia asked, teasingly putting a finger to her chin as she prolonged his torment.

" _Fuck,_ Felicia… Aunt May sleeps like the dead. I've been sneaking out to play superhero since I was fifteen years old, we're fine!" Peter was leaning forward in his chair as if about to spring out of it and ravish her. Felicia shuddered at the thought—if only!

Felicia faced him. As much as he wanted to see her naked pussy, she wanted him to see it. Slowly, seductively, she leaned forward, slipping her panties down until they fell around her ankles. Then she straightened up. She stepped out of her panties and kicked them to the side.

She could feel his horny gaze all over her white-furred sex.

Peter was struck silent—his hand pumped urgently along the length of his stiff member, turning Felicia on all the more. And she stood proudly before him, completely naked now, her hands on her powerful hips, her big tits thrust forward. She parted her legs widely, relishing the way he devoured her with his eyes.

"Do you really like my pussy?" she asked huskily.

"Yes! Yes! It's gorgeous!" Peter cried.

"You wanna touch it?" Felicia asked with a smile.

"You know!" Peter groaned with lust as he pumped his fist on his prick faster and harder.

Felicia turned around, shielding her pussy from his eyes with her ass. It was a great ass, but he'd already largely seen it, her panties barely more than a thong in the back. Besides, this hid her breasts too, except for the sides, jutting out past her slender torso. She began to do an erotic bump and grind, looking over her shoulder to see his eyes were completely glazed over.

"You know what, Spider?" she asked.

"What is it?" Peter asked, his voice strangled with desire.

"My kitty is almost always juicy," she said coyly. "I'm always turned on, always ready to be fucked. That's why my pussy is always so wet. It's dripping right now!"

Peter stopped jerking off and just squeezed his cock, obviously trying to prevent himself from cumming before he had a chance to actually get inside her.

"Do you want to see me touching my wet pussy?" Felicia asked excitedly.

"Yes! Touch it! Touch your wet pussy!"

Felicia moved closer to Peter, putting one leg up on an armrest, and thrust her hips forward. Her cunt was so close to him now that he could actually smell her. Staring right at him, Felicia slipped a finger into her labia, running it up and down her wet slit.

Peter's mouth went slack, staring wide-eyed at Felicia. His fist closed on his cock as if strangling it.

"Oh, yeah, Spider, my pussy's sopping wet now! Do you want to see how wet it is?" she taunted him.

Unable to speak past the knot that rose up in his throat, Peter nodded several times.

"Here! Look!" Felicia cried as she pulled her hand away from her groin and held it up right in front of him. Peter stared wordlessly, but Felicia saw that his cock was seeping precum in his tightening fist.

"Yeah, it's really wet, alright. Let's see how it tastes," Felicia said softly, thrilled by her own deviance so much it was almost masturbatory. She brought her finger to her mouth and sucked on it. "Mmmm. That tastes really good, Spider. Would you like some?"

Peter nodded his head so fast that it was a blur.

"Okay, you've been a good boy, so I'll let you. First, let me get my finger wet again—just for you." Felicia dipped the same finger between her pussy lips again, feeling her walls clench on it. _God,_ this whole thing had her tight. She bet Peter would love having his cock in her.

When she pulled her finger out, it was once again coated with her juices.

"Let… me… taste it…" Peter grunted, panting hard as he stared at her hand. It wasn't just her finger that was wet—her arousal slicked down her palm.

"Okay, but don't try anything else," Felicia said as she held out her hand.

Like a starving dog following the scent of a juicy steak, Peter leaned forward, lips parting for the wet finger held out in front of him.

But as his tongue stuck out, Felicia laughed and yanked it out of his reach.

"You bitch!" Peter growled, his face turning red. In a heartbeat, he was up out of his chair and colliding with Felicia, carrying her onto the bed, his body on top of hers, pinning her down. Felicia only laughed, feeling his cock pounding against her naked thigh with his racing heartbeat, his body hot and sweaty, his breath coming warm against her throat.

Peter was forcing himself to calm down, forcing himself to stay cool, and Felicia almost wanted to rub her leg against him just to see if she could break the stalemate. "I'm sorry," he said finally, his voice a croak. "I shouldn't call you names…"

"No, you're right, I'm a bitch. Wanna be my bastard?" She bit her lip in open arousal, emphasizing the point.

"Give me your finger," Peter said, all his self-control gone. Felicia wasn't sure what had taken its place.

Felicia ran her wet hand down his face, to his mouth. This time, when Peter stuck his tongue out, Felicia stroked her juicy finger over it. Left it there, moaning softly as she felt his tongue running up and down its length, lapping up her arousal.

Finally, she pulled her finger away. He wasn't done licking it, but it was shiny only with his saliva. She put her hand on Peter's chest, pushing him back and arching her hips to roll him over. He went willingly, settling onto his back. And, unable to restrain her lust any longer, Felicia wound herself down his body, knelt between his legs where they dangled off the bed.

"What are you doing?" Peter asked, his cock lurching wildly.

"I gave you my finger… now I want your cock."

Peter gasped as he felt the cat burglar's experienced hands cupping and squeezing his swollen balls. He knew he should stop her. It was very un-Captain-America to let this supervillain play with him like this—literally—but it felt so good he couldn't bring himself to stop her.

Searing lust streaked through his body as Felicia's fingers tickled the sensitive flesh beneath his scrotum, ticked over the wrinkled skin of his balls, moved up to his hard shaft and slid his foreskin up and down. Peter was soon writhing wildly on the bed as the nymphet explored everywhere between his legs, rubbing, stroking, and caressing until his own manipulation of his prick was a distant memory. Goddamn, they were _hands,_ how could hers feel so much better than his?

"God, your cock feels so good in my hands," she whispered. "How's it gonna feel in my mouth?"

She opened her mouth wide and sucked his throbbing cock into her mouth. She sucked hard and fast, closing her eyes and moaning with lust as she turned on more and more.

"Yes, Cat, yes—suck me off! Make me come! Swallow it all! Peter gasped, bucking his hips to drive more of his prick into her hungry mouth.

 _Now there's an idea,_ Felicia thought. Her pussy was so hot and so wet that she knew there was no way she wouldn't come. She was having the time of her life with Peter's cock. It was so thick and juicy that it drove her wild, the strong taste and musk of it making her sex cream with excitement. She could feel it swelling even bigger as she teased her wet tongue around the crown of his cock.

Suddenly, she climaxed. Waves of orgasm struck her and she gasped around the thickness of Peter's cock. Her juices ran down her legs, providing enough for even Peter's appetite.

"Hey, easy does it, Cat! Mmmmmm, that's wild, ummmnunmm, your hot mouth…"

Madly excited, Felicia was whipping her mouth back and forth on his throbbing cock with wanton need. His manhood was so damn exciting to her, a man's cock, a hero-cock, just what she'd dream about a superhuman having in his pants. She shuddered as she felt his cock pound and throb in her hands and in her mouth, swelling larger and hotter with each frenzied suck.

The thought of its sheer size smoldered in her mind like a burning fuse, along with her seduction of Peter, her corruption of him. It said she was sexy and wild and irresistible, everything a guy could want. It told her she was a goddess. It made her happy. Anyone could steal a diamond. She had stolen Spider-Man.

She sucked Peter hard, licking all over the throbbing cockhead with her wet tongue. She could feel it pulsing against her inner cheeks and she groaned with excitement, knowing he was ready to pop. Barely able to resist just one more suck, she wrenched herself off him in the nick of time.

"Come all over me, motherfucker!"

And, laughing loudly, Peter did just that.

He came on her face and automatically Felicia shoved her head into the stream, trying to protect herself, but all she succeeded in doing was creating a spray of cum that splattered her tits. She tried to get hold of his cock, but in the heat of the moment, it actually seemed too big to get her fingers around. Besides, he was holding it, spurting up and down her tits and stomach, even drenching the hair of her pussy. She felt his hot cum running down her body into her pubic hair, over her clit, her perineum, it was touching her more than Peter had!

"Damn you!" Felicia squealed, her flesh tingling as he kept coming, the spurts splashing and stinging her erect nipples, then her stomach, and finally he was coming into the platinum curls of her sex. Felicia gasped as the impacts slapped against her most sensitive places. "I didn't—didn't know you had it in you!"

"I don't," Peter replied. "Not anymore… you do."

"Ohh, it's good!" she moaned happily. "I want more. More on my tits, more on my cunt… fuck, it feels so good! So warm—so much!

Her eyes smoldered, watching his cock tense with the cum shooting out of it. She found a certain beauty in watching him cum, a beauty that was compounded by feeling it cover her like soothing oil. Her cunt, drenched by his seed, began to throb with a heat that she was quite familiar with.

"You're going to make me come again!" she groaned, leaning forward. "My pussy… oh, I'm coming, Spider! Come on me, come all over my fucking skin!"

Peter was done, but not finished. Taking firm hold of his cock, he shook loose a few last drops of cum, sending them splashing against Felicia's lips in a goodnight kiss. Felicia's climax was not as strong as the one she had had while blowing him, but its lingering, almost painful sting in her oversensitive sex had a certain… poignancy.

"Now I'm going to have to wash," Felicia said, her voice a little thick. "Hope you don't mind sharing a shower from now on, Spider. I plan on getting _really dirty."_


	6. Chapter 6

Spider-Man had already dealt with the two thieves in the lobby. They seemed like just hired muscle. The real douchebag had infiltrated the building's secure subbasement while it was on lockdown, cracked a safe, and was now planning on making a getaway by blowing up half the place.

Spider-Man had disarmed the bomb, taken out the goons, and now all that remained was to mop up by getting the ringleader before he could vamoose with his ill-gotten corporate espionage. Which meant really pouring on the speed, because the thief had a headstart and a motorcycle.

"Sir, are you sure that belongs to you? I'm not sure you had that when you came in the store-" Spider-Man asked as he fired a webline to snag the canister protruding from the thief's backpack. As soon as the webbing had solidified, it yanked the canister away, holding it stationary while the motorcycle's own speed carried him away. Which made the canister swing out and ding a parked car. _Oops._

Peter quickly reeled it in, stuffing it in his belt as the thief skidded his bike to a stop. He drew a sidearm and really, at this point, why not surrender? _You know you're not gonna take me out with a Glock 9mm, right guy? What's next, going after Iron Man with a switchblade? How lucky do you think you are?_

He webbed the gun barrel shut hastily, not wanting stray bullets flying around, then jumped in, laid out the thief with a right hook, and wrapped him up for the cops. Somehow, it didn't bring him much satisfaction. Maybe it was how hypocritical he felt, taking this guy in but letting Felicia run loose, just because they were… _something_ with benefits.

Sure, Felicia wasn't as bad as this guy, wasn't even as bad as most—didn't hurt anyone, just stole shiny crap that only silly rich people cared about. His time was far better spent taking down someone knocking over a liquor store, even though the till wouldn't be worth half as much as one of the paintings Felicia waltzed off with… in her catsuit… in not much more than her catsuit…

Still, if there was a principle to the thing, he felt like he was on the wrong side of it. Sure, he deserved to be happy—Aunt May kept telling him that, and she tended to be right about those kinds of things—but letting the Black Cat run free? Heck, even if he did, what if Daredevil or someone picked her up? Then he'd be in love with a jailbird.

Well… he wasn't in love with her, at least. Right?

 _Sure, Parker, that's why you're not obsessing over her or anything._

Shut up, Mr. Internal Monologue, you said we were in love with Gwen.

 _Her you put on a pedestal. The fact that you continuously think about putting Felicia in handcuffs—double meaning—at least shows you know she has faults._

Grand larceny is not a fault. Leaving the toilet seat up is a fault. Putting an empty carton of milk back in the fridge is a fault. Stomping the trash down when it's full instead of taking it out and putting in a new bag—

 _You'll notice she doesn't do any of that, though._

Stop defending her, Mr. Internal Monologue.

Peter abruptly felt a tingle on one side of his ribs, like when his foot fell asleep. He looked over and saw that something inside the canister—something black and liquid—was seeping out, coating his costume, sweeping over his body like it had a mind of its own…

That couldn't be good.

* * *

Felicia wasn't sleepy, though she could hear Rich snoring loudly beside her. He was happy. He'd been feeling virile that evening, and had pounced on her almost as soon as she'd downed the drink he bought her. His fucking was hard and fast. Too fast. She'd just been getting warmed up when he'd finished. Who cared about her needs—he'd rolled over and gone to sleep without even a kiss.

It made her think of Peter, and how satisfied he always left her. She knew he was a stick in the mud, a cop, a nerd, probably going to turn her in one of these days… but she also knew that she had never met a man quite like him. Just thinking of him made her itch all over.

She couldn't stand the snoring anymore. She got out of bed, her thieving quiet coming in handy, and went to the shower. There, she did something she hadn't done in quite a while. She touched herself instead of letting Rich or another himbo do it for her. It wasn't a satisfying orgasm, but at least it eased the ache that Rich had started with his clumsy lovemaking.

Felicia knew the itch would soon be back, though. She was tempted to wake Rich up for another session, but she doubted that the second verse would differ from the first. He probably wouldn't even be able to get it up again.

So she decided to take a page from Peter's book. She always kept her costume with her, in a hidden compartment of her purse. One thing about the material being so thin was that it was easy to store. She put it on, pulled on her boots, her gloves, her mask—wondered if she should go back for her clothes, but decided against it. They were just some jeans and a pullover blouse. Rich could keep them. He certainly wouldn't be getting anything else to remember her by.

Of course, that meant she wasn't wearing a bra under her costume, but she didn't care about that. The fur lining was heavy enough to hide the outlines of her breasts. Or maybe not.

She didn't know what she was on the prowl for, as she stepped out the window and started running over rooftops. Maybe she'd see something calling out for her. Maybe she'd stop a mugging. Maybe she'd help the Avengers fight Ultron. Maybe she'd find a nice car and take it for a joyride. She didn't know, and the surfeit of possibilities were immediately more invigorating than Rich had been.

She didn't need a boyfriend, or even boyfriends. She just needed the Black Cat.

It was as she ran across the cold brick of a rooftop that something snared her foot. She came to a stop so abrupt that she was jerked down to one knee, looking down frantically to see some of Spider-Man's webbing pinning her boot down. Instantly, she slipped her foot out of the boot, leaving herself in her stocking, then looked up a microsecond later to see Spider-Man swinging down for a landing.

Only it wasn't quite… _her_ Spider-Man. He was dressed all in black, the same sleek, supple shade as hers, except for a shock of white on his chest in the shape of a spider, another two on his faceless mask as jack 'o lantern eyes. But she recognized the body, the muscles, the gracefully creepy movements. It was Peter, just… darker.

"What the hell, Spider?" she roared, coming up with fists tensed. "If you've got some bright idea of turning me in—"

Spider-Man shook his head as he came at her, walking in long, purposeful strides that carried him as far as a jog. "Want you. No arguments. Right now."

"The fuck is that supposed to—"

He was upon her then, grabbing her, throwing her. Clearly not with all his strength—she was able to twist and land in a controlled skid, digging her claws into the rooftop to avoid scraping her stocking foot. But it was the chimney she bumped into that really stopped her. She gasped as the impact drove the air out of her lungs; with one huge leap Spider-Man was right beside her. His mask crawled away from his mouth, turning into a cowl, but with the same organic ease as his spidery movements—like waters receding after a wave.

Felicia gritted her teeth, thinking this was hella weird. He was never so aggressive, so… masculine. "What's with the new duds? This your Sunday finest?"

"Thought it was time for a change." He looked down at her costume. The black fabric, the white fur. "We match."

"Does this mean we're going steady? I know technically we're living together, Peter—"

"Call me Spider," he ordered her, and Felicia liked the feeling of command in his voice, if not being ordered around.

"You like it when I call you that?" she asked, leaning against the chimney, thrusting her chest out, striking a pose. Now that she knew this wasn't a fight, that he was just playing rough, she was getting a little into it. She did like the new costume. And matching her color scheme was actually pretty sweet.

"I like a lot of the noises you make," he said to her. "That I make you make."

"You gonna make me call you Spider?" Felicia bit her lip. "Gonna have to make me—I don't like doing as I'm told, _Peter._ Peter Parker…"

Suddenly, Peter's hand dropped and cupped her ass. She felt a shiver go through her as he squeezed it hard, sending ripples of interest through her body. Suddenly he was kissing her, and she opened her mouth to feel his tongue ramming in. Felicia kissed him back hard—felt his hands deliver a stiff slap to her ass and her knees went weak. He certainly wasn't playing around.

He pushed her against the chimney, driving his tongue deep into her mouth. She gasped for breath when he wasn't kissing her, which he almost always was, as he felt her up, as he pressed his thigh against her groin and rubbed promisingly.

"I want those big tits now," he told her, and she didn't protest because this was suddenly all she wanted. She hadn't known what she'd wanted when she'd gone out, hadn't known what would satisfy, but here it was, Peter was giving it to her. She wanted to get fucked by Spider-Man and that was what was going to happen.

He pulled open her neckline, ripped it down her shoulders. The speed of it left her white hair a tangled mess, but his eyes were fastened on her creamy tits. She felt another shiver go through her at the electric contact of his searching gaze.

He pushed her back against the chimney, a little pressure making her feel the brickwork against her bare shoulders. His hungry mouth touched to her neck, and then her throat. She felt his lips moving down to her tits. His tongue flickered around one hard nipple.

"Take it in your mouth," she whispered. "That feels so good. Take it in your mouth and suck on it!"

Peter laughed at her needy passion. She was acting like she hadn't been fucked in years. He opened his mouth and let the nipple slide over his tongue, playing his lips over her straining nipple, enjoying how she shuddered. He tingled his tongue at her areola, then opened a little wider and let her breast slid deeper, filling his mouth as far as it would go. He sucked until he felt shivering vibrations go through her body.

He moved his mouth to her other tit, goosepimpled and chilly in the cold night air. His tongue flickered at the nipple, bathing it in warm saliva, and she shivered more at the sudden heat than she had at the cold. Then he sucked, getting as much of her creamy flesh as he could inside his mouth. He felt her wiggling with pleasure.

He returned to her other breast, bit down on the nipple, and Felicia cried out, lighting up the night with the condensation on her breath. Her gloved hands came to his head, claws digging into the material without her notice, but they didn't penetrate, just stuck determinedly in his mask. He bit down harder, worrying her nipple in his teeth, and Felicia seemed on the verge of climax before he suddenly delivered a light slap between her thighs, enough for an explosion of sensation on her newly sensitive sex, but no real pain.

Felicia was left gasping and sputtering, her breath hotter than ever, misting in the cold air like a fog rolling in. Her breasts and the rest of her exposed torso were flushed red, hot blood burning into a cold sweat in the night. Peter enjoyed the sight of it—her perfect porcelain flesh growing red-hot.

"Jesus, Spider…" she panted, licking her dry lips. "Jesus… what's gotten into you?"

"You wanna register a complaint?"

"Not on your life!" Felicia cried. "But how about finishing what you started?"

"If that's what you want…" he said, leadingly nonchalant.

"Yeah," she said, pulling her costume down. Stepping out of it. Grinding her bare heel into her remaining boot to step out of it as well. "It's what I want. And you?" She put her hands on her hips, dressed so she was more naked than naked. Her gloves and mask and collar and stockings stayed on, reminding Peter of lingerie. Only these showed off her body without seeming to obscure one inch of it, didn't have to be taken off, made her sexier without the hypocrisy of covering up her _sex._ "What do you want?"

"What I'm taking," he replied. "You going to give it to me?"

"Give it to you?" Felicia laughed, ran a few fingers down the hollow of her throat and between her breasts. "It's already yours."

"Then show it to me."

Biting her lip, actually feeling nervous and wicked and virginal to be facing this overwhelmingly sexual beast in the body of her sweet, gentle Peter, Felicia reached down and spread her labia with her fingers. She was proud to display how wet she was.

"You ever finger yourself while wearing the gloves?"

"Uh-uh." Too worried about DNA evidence taking the place of fingerprints.

"Do it," Peter demanded.

She nodded, sliding two fingers inside her sex. She hadn't realized she was so hot. She felt her body shiver as she played with herself. She looked at Peter and saw him undressing as he watched her. He rippled with the same hard muscle as before, but there was something dangerous in the way he carried himself now, the way he looked at her. He'd always seemed somewhat overwhelmed by her before. Now he seemed… possessive.

"You really are cute," he said.

"I'm buck-naked and fingering myself for you and you think I'm cute?" she asked.

"Yeah. Adorable."

His hands started moving all over her body. She felt him playing with her breasts together, his grip just tight enough to be uncomfortable, but not enough to hurt. Right at the level she liked. The one he liked too, judging by the way he groaned. She felt herself rushing back to the straining arousal she'd felt before he'd slapped her cunt, the mixture of pain and pleasure that was more potent than either. And somewhere in the middle of that haze of nearing ecstasy, he took her rubbing hand away from her cunt and pressed it against his cock. Reminded her just how big he was.

"I see I've gotten a high rating from the judges," she said. "Ten out of ten."

"Are you sure?" he asked. "Count."

Her fingers closed around his fat cock and she stroked her hand up and down. She felt the powerful throbbing in his member, and could feel herself trembling as she played with it. She dropped her other hand down to his heavy balls, ran her fingers over them and felt his prick jump, his precum running down over her fingers. She moved her right hand up to his swollen cockhead. It was turning purple.

"Your cock feels so good in my hand," she whispered. "But I know where it would feel better…"

"Lay down on the ground," Peter said suddenly.

"What?"

"Get down on the fucking ground," Peter repeated.

"Oh… am I your bitch now?" Felicia tittered excitedly. "Say it. Say it!"

"You're my bitch," Peter said.

Pursing her lips, Felicia stretched out on the rooftop, spreading her legs for him to fuck. She could barely wait.

But she did, as Peter stood over her body and started stroking his cock.

"What're you doing?"

"Got me too excited," Peter said. "So I'm giving you the first one in your face. I think you'll enjoy it anyway, bitch."

"Depends on how much there is," Felicia replied, feeling wonderfully degenerate as she lay underneath Peter, so degraded, so filthy. She watched his massive cockhead as he jerked himself off for her.

Then, seeing her breasts heaving with her hurrying breaths, he straddled her belly and leaned forward so that his cock was between her tits.

"I've got a feeling you know what to do," he said to her.

"Men. You're all the same. Might as well be clones…"

"Don't joke about that."

She did know what he wanted. She held her breasts together around his swollen cock, giving it a snug massage to rock back and forth inside. She could feel his engorged cockhead rubbing between her tits, leaving a trail of his slimy precum. She could see his tip appearing in her cleavage.

"On your face, you bitch," he groaned. "I'm going to shoot my cum in your face, all over your face, oh shit, oh fuck, you're going to wear my cum!"

His cock pushed between her tits and he spurted so fast that she felt the first hot dashes of cum on her face before she could see the white in the air. She closed her eyes then, felt his cum splash harder, cling to her eyelashes, shoot into her face and hair. She felt like a mess. Like she'd been used, soiled, degraded. Oh, usually she had to wait until she'd been fucked to feel this way, and here she hadn't even started to plumb the depths…

Peter took her hands, squeezed them, then made her press them to the sticky gobs of cum that were running down her face. "Play with it," he told her. "Let me see you rub my cum all over your body."

He sat cross-legged across from her, watching as she rubbed his cum all over her tits, down her belly, into her thighs. She rubbed some of his seed into her pubic hair, as if polishing its silver to a higher sheen. Her body began to smell of his cum. It excited her. She could feel her juices soaking her inner thighs.

"Keep playing with yourself like that, bitch." Peter picked up her discarded catsuit and used it to wipe his cock off. The sight made Felicia moan. "Use your fingers."

Her body was already on fire. Her hands only made it hotter. She stroked her breasts, her pussy, and she could feel the excited shivers running up between her thighs, smell the juice dripping from her fingers. It was like snorting cocaine, smelling it rub into her sweaty flesh, join the scent of Peter's cum in marking her. She crammed four fingers inside herself. She heard Peter groan and turned to look at him. He was stroking his cock hard again.

"What do you want, Cat?" he asked her.

"I want your cock, Spider," she whispered. "I need your cock. I need it bad! I need to be fucked with your big hard cock!"

She turned her cunt toward him, lifting her ass and spreading her thighs so that he could look right into the glossy pink of her sex. He could see her gloved fingers fucking herself.

"Roll over on your stomach, Hardy," he told her. "Lift up your ass like a cat in heat."

She was willing to do anything as long as he gave her that spectacular cock of his. She rolled over and lifted her ass. The next thing she knew, his swollen cock was touching her cunt. He moved slowly and she felt his cockhead opening her up, stretching her out.

"Oh yes," she whimpered. "That's what I want… give me what I want…"

Peter rammed himself all the way into her snug pussy, felt her go from playing it cool to being filled with hot pleasure she had to express—whorishly moaning and squirming for him. He left his cock inside her for a moment, not moving. He hadn't remembered her being so hot and tight. She must really be enjoying this to clench so hard on him.

"Come on and fuck me!" she mewled. "I need it so bad… fuck me hard, fuck me bad… need it…"

Peter thrust into her in hard, deep strokes, pushing into her further than she had ever felt a cock before. It was like his cock was all the way in her belly. She moved her ass back against him, let herself clench as hard as she wanted; his fat cock was deep inside her pussy and not going anywhere. She loved it.

Felicia reached behind herself and found his balls tapping against her buttocks. She caressed them with her fingertips, and as if to show her how it was done, he reached around and grabbed one of her tits as he rammed into her. His right hand squeezed deep into the smooth flesh, her hardened nipple buzzing against his tightly-held palm. He was crushing her breast, grinding it in the mortar of his hand, but just softly enough that it didn't hurt, not really. It just… _felt._

"Oh yes!" she cried. "You're making me feel good all over! You're making me feel so good!"

Encouraged by her words, Peter fucked her cunt harder. His heavy balls slapped her ass with each hard stroke. Felicia could feel her body shaking whenever he slammed into her. She knew she'd be sore the next day, but she didn't care about that. She wanted to be as sore as she could get.

Felicia was the one who lost control, feeling her orgasm begin to press its way into her flesh. She started slamming back against his cock as hard as she could, his member going deeper, getting fuller.

"Yes!" she moaned. "This is what I need! Your big cock feels so good, it feels so good, it's going to make me come! Oh shit! Shit! It's making me— _Fuuuuck!"_

Her body rocked back and forth. She was afraid she would split apart. Felicia kept trembling even after the last shudder of pleasure went through her. She could feel her juices soaking Peter's hard cock.

Peter didn't slow down. He kept ramming her from behind. She had to take a breath, but then she rocked back to meet his thrusts again. She wanted to satisfy him just as she had been satisfied. Despite the temptation to just lay there and let him have her for however long he could keep it up, she battened down and tried to milk his cock with her tightening pussy.

"Cum in me!" she moaned. "Shoot your hot cum in me! Let me have it!"

He kept ramming her and she felt his cum, hot and thick, slicking over the walls of her pussy. She clenched as hard as she could.

"Going to shoot!" he groaned. "I'm coming! I'm fucking coming!"

This time he spurted inside her pussy. She felt his prick pumping again and again, her cunt feeling full and warm and liquid with cum, and it just kept getting warmer and fuller and wetter because he just kept coming. Felicia forced herself to tighten, to get every drop of cum from his fat cock. She was filled with cum, but it ran down her thighs and she wanted to feel more of that, feel it run down her legs and over her feet and between her toes, wanted it painting her chest, wanted to be dipped in it, drowned it in, she wanted to have his seed inside her for days.

Finally, she felt Peter sigh and relax. "Nice pussy," he told her.

"Mmmmm." Felicia's arms and legs slipped out from under her. She sprawled on her belly, feeling the pavement under her loins grow damp with the cum that was sloshing out of her. She laughed. "A lot of men have called me a bitch… I don't think anyone's ever made me one before. And here I thought I was too much for you."

"You might be. We haven't tried your ass yet. Or should I say your tail?"

Laughing again, Felicia got up and started dressing, stepping into her costume's stirrups and working it up her body. Given how tight it was, this was a long, enthralling procedure. Peter watched.

"Oh, you're definitely too much for me," Felicia said. "Which is just the way I like men. But us cats, we're plenty contradictory. I think two of us would be enough for you. If you've got the balls to try."

"One for each of you," Peter assured her. "Why? You have a sister?"

"Sister from another mister. Similar taste in pets, likes it black, skintight, and leather… not much of a sense of humor, sadly, but she does have a whip. And she's used to big dicks, so to speak."

"Sounds fun," Peter said—now Felicia had her costume over her womanly hips and was shrugging its sleeves on. He reached up and grabbed her hand. "Why are you getting dressed?"

"I've got to get home."

"We have time for another," he said.

Felicia stopped dressing.

Her knees hit the ground in a puddle of her pushed-down costume, her hands following, her ass up in the air and pointed his way once again. She felt him poise his cock, hard again, at the entrance to her pussy. But Felicia had other ideas.

Turning around and hunching back with her hips, she raised her body and grasped his prick. She ground its tip against her asshole until she felt the head begin to penetrate her tiny anus.

"Fuck me there, Spider," she drawled. "Use my ass. Get yourself off with my ass. _Fuck my ass."_

From his hesitance, she thought Peter wanted to go slow, keep it from hurting, but she wanted it to hurt and he just wanted it. The raging demand for release, the new heaviness in his balls, outweighed everything else. He buried himself up her ass.

"Ohhhhh, _yeah!"_ Felicia cried as the full length of his cock reamed her ass more and more.

He pulled back until his knob was caressing the ring of muscle inside her hole, and she moved her hips back too, retaking his cock, opening her asshole even more. He entered her anus easily, his prick sliding in balls deep as Felicia almost helplessly delivered herself to him. Her powerful anal muscles pulled and twisted at his prick, ample buttocks flooding it to bury even his big cock.

Her eyes were open, but they seemed to see nothing as they stared straight ahead, hypnotized, finding focus only in some dim vista far beyond her body. Her convulsive movements quickened, and her back arched even more to send her asshole savagely to the base of his thick cock.

"Go on, Spider, give it!" she pleaded. "You really give it to me! You wanted to fuck me, didn't you? So fuck me! Come inside me! Make your bitch happy! Make a happy bitch!"

Peter drove and pounded his cock deep inside her ass. It felt like it was on fire inside her tightness. He gritted his teeth and held on until he felt Felicia lose herself in an approaching climax, her entire body stiffening up to take it.

It was then, on the edge of oblivion, that he let her feel him come.

It started with a low roar in his chest and mounted to a deafening shout as his whole being thrust forth, a torrent deep in her bowls. Felicia screamed as she locked against him, driving her throbbing asshole down on his prick.

He came in great waves, his cum like gasoline being poured into her ass. Great floods of his seed poured from him. Her shrieks of delight and pain urged him on until his whole being shuddered with relief, stream after stream of hot, searing semen shot into her bowls. Until finally, he sagged back against the chimney, his fevered body not relaxed, but relieved.

"Good fuck," he panted.

"Me?" she gasped. "Or _that?"_

"Both."

"Me," Felicia corrected.

"You."

Peter tucked his limp cock back into his pants. Felicia wondered when he'd put his costume back on.

"I don't think I can walk," she reported happily. "Carry me home and you can fuck me again."

Peter fired a webline to her costume, pulled it to himself, and slung it over his shoulder. "You'll be making the trip naked."

"Sounds like a real time-saver."


	7. Chapter 7

It was a familiar sight in New York. The flare flying up into the sky like the first firework on the Fourth of July, erupting into a flaming yellow symbol: the encircled four of the Fantastic Four, summing all of the family to either a trouble spot or their headquarters at the Baxter Building.

Today, though, that flare blazed into a new circular shape. It was a face of emoji crudity, with a concentric pattern of weblines moving out from the center, uninterrupted except for the two blunt eyes.

Some enterprising Etsy person had succeeded in making that more or less the official symbol of Spider-Man, with a few of his rescues taking to wearing it on a button, so Peter took it that this was either the Fantastic Four's way of telling him they wanted to get in touch or some jerk drawing him into the world's most obvious ambush. For once, he was feeling lucky.

He swung to the Baxter Building, alighting in the nook of one of the four 4s topping the skyscraper to get some shade. In short order, Johnny Storm flew up to greet him, landing in a hurry on the arm of that four.

His flame stirred a brief, startling intense nervousness in Peter over being singed. Peter actually took it as something of a comfort. He'd been feeling very unneurotic lately, ever since he'd had the bright idea to sex up his costume in a basic black. Him being confident made him feel nervous. It was good to know he could still have minor panic attacks.

"Spidey, thank Christ, am I glad to see you! It's like this—I need to get laid!"

"You came to the right place," Peter said, deadpan.

Even in superhero circles, there were popular kids and then there was Johnny. Thankfully, the fact that they were all in the business of saving lives meant that there was a certain level of non-dick that everyone who wasn't short and Canadian seemed to meet.

Still, Johnny was prep school all the way. Peter knew he'd gotten some attention from his tight costume—he was pretty sure that was how he and Felicia had become a thing—but it was a suit that itched and rode up and ripped just like any secondhand garment out of a Goodwill.

Johnny's suit was something off an action figure, tight enough for a PG-13, but made for an R. Peter was skinny; Johnny was slender, rippling muscles in perfect proportion to his height. And he had a few inches on Peter too. And a face like that Peter couldn't blame him for not wearing a mask. He had a cocky smile and a carefully careless hairdo that were just this side of punchable, like he had calculated some formula to be Entourage-pretty without being Entourage-douchey.

"This is serious, webhead!" Johnny looked like he was on the verge of tearing that perfect hair out. "We were in space and there was this robot and—uggh, I had Reed write it down!"

He reached into his belt, taking out a piece of paper from within a fireproof compartment, and reached across the four's vertical strut to hand it to Peter. Peter checked it out. It was in Reed's crawly handwriting, so points for authenticity—alien technology—nanobots—who woulda thunk it? If Johnny didn't get laid, he'd die. Painfully, too.

"Okay, you're serious. But while I know guys are supposed to be more open and physically affectionate these days, I still think there are better ways for you to have sex with someone you haven't slept with before. That's the rub, isn't it? Can't be someone you've _ever_ had sex with?"

"That's just it!" Johnny moaned, hands on his head. "A guy like me—do I have to tell you how much tang saving the world gets you? I probably have to tell you. Girls throw themselves at me, Spidey! There've been tackles. If a referee had been in some of these clubs, he would've thrown a red flag on the play!"

"Just so you know, anyone who might be recording this, I do not agree with any of his statements. Please don't Billy Bush me."

Johnny paused being worried to be offended. "Hey, it's not like that! I still believe in doing a few shots, hearing about a girl's clothing line, following them on Twitter, then _maybe—_ you're the one who ties people up with that weird white goo!"

"Okay, okay, relax. Just open up your little black book, find a girl you haven't gotten to yet…"

Johnny planted his hands on his hips as he hung his head. "There's no little black book. I mean, I just said I have Twitter."

"So you just—" Peter stopped, feeling like an idiot. He slapped his forehead. "You don't keep track of which women you've slept with or not."

"It is a little hard to worry about that stuff with Gorgomon the Destroyer trying to abduct India!"

"You have no idea of which women you've had sex with!" Peter cried, feeling irrationally angry. Sixteen years old and he'd gotten to ride in a rocket ship, _and_ gotten superpowers—Peter could've ridden in a rocket ship.

"Would it not be weirder if I kept track?"

 **"No!"**

"Look, it's like this!" Johnny insisted. "We've always been from different side of the tracks. I'm mainstream and you're alt-rock. I date cheerleaders, you're more… Suicide Girl intellectual hipster chicks."

"Ha! I wish!"

"Don't think I don't know you're always saving super-hot babes!"

"Doesn't mean I sleep with them!" Peter shrugged. "I may date them, but I don't… well, actually."

Johnny brightened with hope. "I just need a girl who's a little off the beaten track. Who was that girl you used to room with, Firestar? _Her,_ I would've remembered. So maybe you just hook me up with her number, help me come up with a story about why I need to have a superhero team-up with her, and let me do my thing. And I'll see about getting you a HERBIE."

"You want me to help you have sex with a superheroine and in exchange I get a HERBIE?"

"Yes, Spider-Man," Johnny replied, straight-faced. "You get a robot, a talking floating robot, because you love nerdy shit like that and it cleans stuff! How cool is your cool new black costume going to look after it gets some weird stains on it? HERBIE is like if Tony Stark fucked a Roomba. It's gonna change your life!"

"Okay, that actually does sound cool. Although if your entire team needs to have sex, you could just give me your sister's number—"

The air rippled around Johnny. "Don't even think it, webhead."

* * *

Felicia felt eyes on her as she prepared for bed, making that a sweet little euphemism. They were fascinated by everything she did, and so Felicia decided to take a shower instead of the warm bath she would've gone with, knowing that the unsatisfying briskness of the shower would be repaid in the excitement Peter would feel after she had twisted and turned and posed under the stinging spray.

Peter had dropped in on her unannounced before, quite a lot ever since his matching costume to hers had served as a typically non-vocal _guy_ confirmation of their relationship. Felicia quite enjoyed having him at her beck, if not her call. He came and went as he pleased, as she did, and they both came quite a lot.

She spent a long time under the shower, fondling herself for Peter's visual pleasure. She washed her shapely tits, pulling and playing with her erect nipples as he watched, her face turned away from his presence. She liked pretending not to notice him there, that he was a voyeur, an invader, that he wanted it even more than she did. She offered herself up in profile, letting him see only one angle of her voluptuousness, and with the steam rising up from the hot water, condensation fogging up the shower glass more and more the longer he stood there water..

She turned and jutted her creamy ass toward him as she washed it and, leaning over, pulled the smooth cheeks apart, giggling lewdly to herself as she displayed her asshole for his perusal. Felicia crinkled her asshole tightly, then relaxed it, showing her willingness to allow him to take the same path he'd been exploring lately. She spread her legs and soaped her cunt, rinsing it off underneath the water, nice and clean for him.

Finally, she turned to Peter, the shower spraying over her tits. She parted her feet, her legs open, and the water ran down her body, into the white hair of her pussy and streaming along her inner thighs, making herself a vision for him.

She was barely rattled to see another man beside him. It helped that he looked positively awestruck. Also, cute.

Peter made the introductions. "Johnny, Felicia. Felicia, Johnny. Felicia, I thought you and Johnny might have a lot to talk about—if you don't mind."

"Spider," Felicia purred, although she was looking the stranger up and down. "It's not like you to bring a guest to our parties."

"It was a bit of an emergency," Peter said.

Felicia stared down between Johnny's legs. "I'll say. This is a very thoughtful present, Spider. Maybe I should get you a second kitty, since you're so good at taking care of this one…"

"Later?" Peter asked.

Felicia turned off the water. "Later."

Felicia reached out to both of them, lightly touching their crotches, her fingers as gentle as they would be caressing a combination lock. Peter's suit instinctively opened, disgorging his erect cock into Felicia's hand, while she had to find Johnny's zipper, pull it down and fish him out of his fly.

"Wow!" Felicia gushed, more than pleased. "If I didn't know better, I'd say you were a black guy."

"I get that a lot."

Felicia took a step back, her fingers dwindling off their erections. "Now I want you to jack off."

"Each other?" Johnny asked uncertainly.

"No, yourselves, why would your mind even go—" Felicia shook her head. "I want all your attention on me. I mean, unless…"

"No, we're good," Peter said, assiduously avoiding eye contact with Johnny.

"Yeah," Johnny agreed, taking a step to the side away from Peter.

Then they refocused their attention on Felicia, staring at her with excitement, their heated eyes focused on her cunt. Peter was the first to go, grasping his cock and beginning to pump, and Johnny joined in.

Felicia watched with fiery eyes, stepping out of the shower, dripping water all over the bathroom floor. She stood before them, watching as their fists flew back and forth.

"This the first time you've jerked off to me, Johnny? I know it isn't the first time Peter has. I've put so much in his spank bank that he could jack off for me all night and all day. But have you? Have you seen pictures of me walking around in my tight leather outfit, just _bursting_ out of it, and decided to relieve yourself?" Felicia smirked. "Oh yeah, I think you have. You hear that, Spider? Johnny Storm's jacked off to your girlfriend!"

She dropped to her knees between them, her eyes appreciative as they jerked faster on their cocks. Resting her ass on her heels, Felicia lifted her face to them, smiling as she cupped her tits. Her eyes gleamed brightly.

"Jack off for me," she demanded. "Show me how hard I get you! Show me how much cock you're going to fuck me with!

The men stood on either side of her, jerking hard, their hips arching forward. Felicia watched their balls swing back and forth with the movement of their tight fists. She stroked her tits as she watched, lifting her nipples up. Wet drops of precum dripped from their cockhead, splattering her nipples. She cooed with pleasure and pushed her breasts further up, their voluptuous heft making it easy for her to lift them to her mouth and lick her own tits, tasting the juices off her nipples. Peter and Johnny's cocks were pounded back and forth. She licked at Peter's cock, moaning with lewd pleasure to let him know he was her favorite.

Then she stood, her breasts swaying slightly, but with unmistakable weight under her torso as she straightened. Felicia licked her lips, slowly enough to lavish attention on every curve of them, and Peter stared at her tongue, helplessly thinking how attentive that tongue would be to his, to his cock, to his fingers as he stuffed them in Felicia's mouth to stifle her moans as he fucked her hard—

Felicia moved in, kissing him lovingly, Peter tasting the slightest tang of his own seed on her tongue before she sucked it off of his, her warm breasts pressed to his chest, the shower water dripping off her and onto him and carrying the heat of her body.

She pulled away, lingeringly, brushing her shoulder against Johnny's chest as she turned, turned, turned, into him, kissing him, her hands running lovingly through his exposed hair, the bareness of his unmasked face.

Abruptly, Peter didn't wanted to share her. It wasn't jealousy—rage, but not jealousy. He was filled to a desire to prove that he was the best at pleasing her, that she was _his,_ that she could belong to no other man the way she did to him. He didn't care if Johnny fucked her; let him show all he could do, how little it was compared to the Spider. But he wanted her _now._

Peter embraced her from behind, his hands on her hips like a dance, pulling Felicia to him and his erect cock. He kissed her neck, bit it, and Felicia moaned into Johnny's mouth, not used to such rough playing from him. She reached behind herself, to him, running her hands along his flanks in encouragement. As both Peter and Johnny kissed her, she shuddered and moaned and pushed her ass back at Spider-Man, giving him the comforting feeling that she knew which side her bread was buttered on. That she loved the side her bread was buttered on.

Felicia could feel every solid inch of Peter's cock, stuffed vertically between her cheeks, feel it thrumming with power, with need. No one _needed her_ like Peter did. The sensation was dazzling. Every time he was with her, it was like she'd never been fucked before.

She actually whimpered, taunting Johnny with her own arousal as she wiggled her hot ass on Peter's cock. "Please," she gasped loudly into Johnny's ear, almost sobbing with passion. "Please tell your friend to fuck me…"

Peter picked her up, arms around her waist, and carried her to the bedroom, Felicia squealing, kicking her legs in glee. He threw himself down on the bed with her, both of them on their sides, and his gloved hands shot up to her tits and grasped them tightly. Felicia moaned, her pretty mouth going slack—she laughed a little as Johnny ran to catch up, tripping over himself to join them on the bed.

Peter pressed his cockhead against her little asshole and bucked his hips in a little dance until he pushed into her. Her resistance ebbed, ebbed, and then was gone, his cock inside her, in her _ass._ He buried it all the way to his balls, the symbiote already having lubricated him—twisting himself inside her, rotating his pelvis and grinding his cock around inside her sensitive anus. Felicia moaned as she felt him fill her, then fill her more.

She felt the bed move, then felt something else as Johnny laid down facing her. Felicia caught her breath as she realized what was happening.

Johnny gripped his throbbing cock and rubbed the end of it up and down along Felicia's slit. Her stiff little clit seemed to pull his cockhead to it, and Felicia moaned passionately as they touched. Johnny lowered his head, attached his mouth to hers, his tongue frantically meeting hers. His cockhead was entering her labia, and he ate her moans as he kissed her.

"Mmmm!" Felicia gasped through the wet kiss. Her senses whirled as the realization of what was happening penetrated her lust. A huge, stiff cock was wedged up her ass and another was inching into her pussy.

"Mmmmmmmm!" She choked as Johnny's enormous erection entered her wetness, the passage beyond where she swore she could already feel Peter's heat. She gasped and tangled her hands in her hair as Johnny's prick forced her cunt open the way Peter's was prying her asshole apart. And that's how Felicia felt: completely, totally open. Even her mouth opened for Johnny's fuck of a kiss.

If it weren't for Johnny's hot tongue filling her mouth, she would have shrieked when both men started fucking her holes. Peter chuckled in her ear, feeling her shudder with every stroke into her. And Johnny kissed her even harder as he began a dizzying motion in her twisting, sucking cunt.

"Unh! Unh!" Felicia gasped as Johnny released her mouth, moving down to push Peter's hands aside and suckle at her sweaty breasts. Peter hooked a finger in her mouth and pulled her face to his, but he could only catch her cheek, her ear, not her lips. "I'm such a dirty girl! Such a _bad kitty,_ letting two men fuck me! Not even waiting for one of you to finish before I let the other one fuck me too! Do you like what a dirty girl I am, Spider? Do you like fucking my naughty ass, knowing my pussy's being naughty too?"

Peter slapped his hand onto her ass, squeezing it and not gently. "I like fucking your ass no matter what," he husked in her ear, kissing the lobe. "But it is nice knowing Johnny's keeping that tight pussy warm for me."

Felicia laughed and went to pieces between the two superheroes. Her tits firmed, seemed to jut needfully into Peter's playful hands and Johnny's sucking mouth. Her clit stung. Her asshole was on fire and her pussy wanted to suck the cum right out of Johnny's balls.

"Better spank me after you're done fucking me, Spider! Better teach me a lesson or I'll just become an even bigger slut! You're making it feel too good to be a slut, Spider, you're making me enjoy it too much!"

She pulled her body back each time Johnny's monstrous cock slid down her pussy, making her asshole push onto Peter's dick. When she pulled her ass as Peter withdrew his member, her hot cunt slipped right onto Johnny's spearing manhood. Back and forth, forth and back. In just a few moments she was fucking hotly to the rhythm of the two cocks inside her, moaning hotly and sucking the hell out of Johnny's tongue in another kiss, letting him know how his cock would be treated if he ever put it within reach of her mouth.

Johnny couldn't help himself. "Yeah, take it, Felicia, take it!" he cried as he crammed himself into Felicia's pussy, his grip tight on Felicia's thigh. "You dirty whore, _take my dick like you love it!"_

Felicia blinked a moment. "What did you call me?"

"A… a… _I'm so sorry, I didn't mean that—"_

"No, no, I'm totally a dirty whore, I just didn't know we were on a first-name basis."

Her asshole contracted and released at a forced pace as Peter's cock fucked in and out of her. Her sex tightened masterfully on Johnny's ramming prick. The two men filled her asshole and cunt beautifully, and it wasn't long before she could no longer be an equal partner in the fucking she was getting.

The men felt her burning body go lax, felt her soften and surrender to their rutting cocks.

Peter licked the tip of her tongue into her ear and gave encouragement. "That's it, Cat," he whispered hotly, balls-deep in her tight asshole. "Let yourself go. Doesn't it feel good? Mmmmmm, so good. Fuck all you want. Screw your tight little cunt on Johnny's cock. Take my dick up your ass. _God,_ your tits are so hot…"

She drew a long, hot breath through her nose and suddenly twisted her mouth away from Johnny's, gasping loudly. "God, Spider, I've always wanted two of you—"

Her head wrenched back and she panted for breath. Her tits thrust wildly into Peter's mauling hands. Her pussy fucked harder on Johnny's prick and her asshole clenched like a fist on Peter.

"I'm coming so much!" she whimpered with eyes closed and mouth slack. "Ohhh, what're you doing to me? My pussy's on fire! I'm gonna cum again!"

Her body jerked violently, and the men gave the reply her tightening holes demanded, fucking faster into her. Felicia went out of her mind with an amazing orgasm that left her shivering and shaking between them. She gasped and moaned and couldn't stop fucking herself on her own double impalement.

Her satisfyingly unsatisfied groans turned to shrieks of pleasure as they fucked her too, relentlessly. Peter's cock felt divine as he fucked into her in rhythm with Johnny, not too big for her little asshole but just the right size. She choked in agony and joy every time the two cocks seemed to meet inside her clenched body.

Johnny and Peter knew from Felicia's experienced flesh, her shouted exhortations, just what to do with her. Grinning at one another, they fucked harder and faster into Felicia from both sides. Their cocks dueled in her twisting, heaving belly, driving her crazy with ecstasy for more and more of this joy. Felicia had never before known such sheer, unadulterated pleasure. She went wild, again and again, _constantly._

"Oh God!" Felicia screamed, coming wetly. "Oh-oh-hhhhh!"

Her head rocked back and forth crazily as her body tightened up, sucking instinctively on two of the biggest pricks she'd ever fucked.

"Oh, I can't believe it!" she sighed hotly. Who knew double-penetration could be so good? She'd have to get Selina a strap-on before she got her Peter…

Her eyes rolled back in her head and her pink tongue lashed wildly at her lisp as she was fucked and fucked. The huge cocks went in and out faster, driving her mad with the delicious tightness stretched to the breaking point at her core. As they ravished her on all sides, she lost all sense of her body. Her juices flowed wetly from her in endless ejaculation and she could have sworn that she was just one giant hole, and Peter one great phallus, filling her with his will even more than his flesh.

"Ohhh, fuck me, fuck me!" she gasped, rutting her ass and cunt viciously now. "I… I… 'm coming again! Ohhhh, shit, my pussy's coming so much! Give it to me! Make me feel it, make me feel you coming in me, do it! Give me your cum! Ohhhh, I'm _cummmiinngggg!_ "

Felicia's excited gasps and wild moans were practically drowned out by the grunts coming from Peter and Johnny. They weren't fooling around with her now. Their erections were raging, mad things, fucking violently into Felicia for all they were worth.

Neither man could think of Felicia's welfare now; she'd proven she could take the punishment. Under those circumstances, they fucked with a vengeance. Peter's balls slammed against Felicia's ass. Johnny's crashed into her soaked taint. Their rigid shafts fucked deeply into her shivering body, almost shaking it apart.

Bulging cockheads clashed deep within her. Both men buried their pricks so far in her that Felicia almost passed out. Grunting and groaning like two hurt animals, the men came at the same time. Both cockheads seemed to catch fire inside Felicia, then all hell broke loose as torrents of boiling cum poured into her.

"Fuuuuck!" Felicia squealed. The cocks gushed wildly, rapidly, making her come again herself. The more they spurted into her, the hornier she felt, until she was just a mass of needful flesh between them. She came and came on their cocks, their ejaculations, and all she could think was Peter's name as she shuddered violently with yet another wet orgasm.

 _I think I'm in love._

The male heroes' grunts and groans slowly subsided. They held their pricks in Felicia's well-opened holes and got off the last of their hot cum, leaving Felicia shuddering and twitching and jerking spasmodically between them.

Slowly, so as not to exacerbate any harm they'd caused, they eased their limp cocks out of her. They'd let her whimper and moan and be fucked for as long as she could. Now Felicia uttered a long, mournful moan as she was filled with nothing at all. Then, as one, Peter and Johnny rolled on their backs to recover.

"Oh shit," Felicia gasped. "When can you two go again?"

 _Johnny Storm will return in_ The Cobalt Sphericity


	8. Chapter 8

Johnny didn't know why he said it. It just slipped out. Ben was razzing him on who he'd slept with to get clear of the nanotech thing, saying he'd probably paid for it since all his other girls were just using him as arm candy, and Johnny—just for Ben's edification—said that he'd slept with the Black Cat.

And Sue heard. "I thought she was dating Spider-Man."

Johnny scratched the back of his head. As if Sue didn't already have a knack for showing up when her brother could be embarrassed, she could turn invisible too. "Well, maybe, I think it's more they're just living together, a roommates sort of deal…"

"I thought she was dating Spider-Man," Sue repeated, her tone brooking no disagreement. "And Spider-Man's your friend. _Why are you cuckolding your friend?"_

"Hey, I didn't do anything with the webhead, I don't swing that way! I just did the Black Cat. Which Spider-Man was cool with."

"Uh-huh," Ben guffawed. "What'd he do, pop some popcorn? Take notes? Admit it, ya just walked into a strip club and went with the first set of panties that was thrown your way."

"Standards aren't standards if we abandon them when it's convenient!" Johnny retorted.

"You _did_ have sex with her, though, right Johnny?" Sue asked. "I can't believe I'm saying this, but remember that unless you had sex with her, for the first time, it won't shut off the nanotech."

"Yeah, can't believe you're checking up on my sex life either, sis. Trust me, the Cat got laid. Double-laid, even."

"Lemme guess," Ben rumbled. "She had a sister who liked to dress up in black leather too. Or an open-minded roommate…"

"As a matter of fact, it was a threesome!" Johnny said as an angry rejoinder. "Don't be jealous just because the only two things that can get on you at the same time are moss and lichen!"

"With who?" Sue asked. "I'll have to ask Reed what happens if it was someone you had sex with before—"

"We didn't do anything!" Johnny protested. "It was me and Spider-Man, nothing gay happened, we were all about Black Cat. Geez, just because a guy gets a nice haircut, everyone thinks he plays for the other team—"

"I don't think you have a nice haircut!" Ben said.

"It was still more of a threesome than you'll ever be in!"

"Wait," Sue said, "you and Spider-Man… shared Black Cat?" Her expression was quizzical. "He always seemed like such a nice boy. _Really_ not the type for anything so… kinky."

"Oh, man, the guy was a monster! Who would've thought it, right, but he showed me a thing or two!"

Ben chuckled.

" _To use on the Black Cat!"_

Ben and Johnny continued their bickering, but Sue was far more concerned with Spider-Man. He really had struck her as a good kid, almost a younger version of Reed, but really too kind and innocent to want to hang around a rapscallion like Johnny. Him being some kind of kinkster, with similar tastes in women to Johnny, would explain a lot.

And it could be useful. Sue was in a tight spot. Ben and Johnny were single—it was all well and good for them to have a fling. She thought even that the nanotech crisis had been an impetus for Ben to finally consummate things with Alicia. And Reed, well, he had Alyssa Moy, and Sue was confident enough that there was nothing _really_ there to give the two of them her blessing, just this once, in an emergency.

But who could she be with? Her, the First Lady of superheroes? She couldn't just pick someone up off the street as Johnny had. A scandal like that could shatter the public trust forever, take the FF from beloved icons in the public's eye to oversexed freaks. And while Namor had often made his interest known, going through with it, consummating his obsessive pursuit of her, would be a slap in Reed's face and far too much encouragement to the Prince of Atlantis. The cold war between them would heat up; she could see Namor going from suitor to outright stalker.

So… who did that leave?

Spider-Man had always had a crush on her. A woman knew these things. He'd never acted on it, maybe never even realized it, he was so repressed and such a good friend to Johnny. But if he'd come out of his shell to the extent Johnny had said—and he had to have, to keep a woman like the Black Cat happy—well, it wouldn't do any harm to check.

Tapping on the microfabric computer in the sleeve of her costume, Sue called up Black Cat's real name—Felicia Hardy—and her current address. Her segment of the Fantasticar would get her there in no time. And then perhaps Felicia would be as amenable to sharing her boyfriend as she'd been to sharing herself.

* * *

Parking her vehicle on the rooftop of Felicia's building, Sue lowered herself down on an invisible forcefield. There was another upside to asking Spider-Man this. If he had already been through it with Johnny, then there'd be no need to explain her request. Sparing herself that much embarrassment had to be good for her health.

 _Now, which floor was it?_ Sue asked herself, watching her reflection travel down the one-way glass that windowed the building. She thought she had the right apartment, but how to be sure?

With a wave of her hand, she turned the window invisible.

Inside, Felicia Hardy was stretched out on a bed, completely nude. Spider-Man was standing beside the bed, in the process of disrobing. Sue started intently at the unexpectedly large bulge that appeared in his underwear as he stepped out of his costume. He quickly stripped off his briefs as well and Sue clasped her hand over her mouth to keep from crying out.

 _That_ was the kind of cock that Reed had to use his power to get. To her admittedly inexperienced eyes, the thick, swollen muscle looked absolutely huge and totally primal. She shuddered violently and stared at it with a mixture of horror and fascination—such that she forgot to maintain her concentration and the wall faded back into view.

Sue realized she had no business doing so, but she was too overcome with curiosity to pass up the temptation. She landed on the room's balcony and, by turning the lock partially invisible and forming a lockpick out of forcefields, opened the door into the room. Then, herself invisible, she tiptoed down the corridor to the bedroom she had observed earlier. The door was slightly ajar. She heard voices coming through it.

"I hope you're as good at hiding loot as you think you are," she heard Spider-Man say.

"Put it in any hole you like, Peter!" Felicia replied with an amused laugh.

Peter—that was Spider-Man's real name? Sue flushed so hard, she was surprised her cheeks weren't visible. The invasion of privacy in learning his identity compounded with her shame over her voyeurism. It made it seem so much more awful, what she had done. The Baxter Building had been attacked so many times, her family put in so much danger—was she opening Spider-Man up to the same treatment?

Before she could really start to reconsider, though, Peter knelt astride Felicia's supine figure, his knees at her waist as he leaned forward on all fours. Sue stared with disbelief, her heart thumping wildly, as she watched Peter gradually lower his body on top of Felicia, permitting his stiff prick to brush against Felicia's face. To Sue's continuing and growing shock, Felicia extended her tongue and began licking his prick all over!

"Mmm, Peter, it's as hard as a brick!" Felicia moaned. "I just love it!"

"It's going to love you," Peter told her bluntly. "Open your mouth. You're overdue to have that pretty face _fucked."_

Her heart beating like a hammer, Sue watched with attention so strongly held it was almost horror as Felicia submissively opened her full lips. Peter maneuvered until the oversized bell end of his cock was inside Felicia's waiting mouth, then he started thrusting his hips forward with growing force. Listening to Felicia's audible gulps as the thick member pried her lips far apart, Sue could barely believe her eyes. In a few moments, Peter's massive cock was shoved deep into Felicia's throat and Sue could see the outright glee in the cat burglar's eyes over her circumstances.

The open sexuality of it, the ecstatic filthiness of their lust for each other, almost made Sue want to run, but she stood rooted in place to observe what would happen next. After a moment's pause and some low moans being heard from Felicia, Peter started pumping himself on top of her. Sue stared intently as the thick member moved back and forth in Felicia's mouth, meeting her throat like a piston. Felicia's hands were clasped around Peter's bare hips and she seemed to be encouraging him, although she continually groaned and gulped—making it clear that she was enduring more than a little discomfort.

To Sue's amazement, the oral coupling seemed to go on and on. Peter gradually increased the tempo until he was pumping furiously back and forth; Sue didn't see how Felicia could possibly stand such punishing treatment, but from the way her hands clenched on his firm buttocks, she must've enjoyed it, wanted him to go deeper, even.

Finally, Peter gave one final vigorous thrust forward. The half-strangled gurgling that came from Felicia's mouth made it clear what had happened. Sue could see the frothy white cum dripping from the cat burglar's mouth as the two of them disengaged, only to embrace in a loving, full-body caress that reminded Sue of her own behavior with Reed—although obviously, she'd be wearing a nightie, he'd be wearing pajamas, and they would certainly wash up if they'd just made love…

It seemed impossible these two could be such a committed couple, living together and so obviously fond of each other, while also treating each other so roughly, so lustfully, with such obscene desires. They'd even included Johnny in one of their trysts!

Maybe… maybe she was going about this all wrong. Maybe she didn't have to plea her case and throw herself on their mercy. Maybe she could offer them a different enticement.

She was a member of the Fantastic Four, after all, one of the first superheroes since Captain America himself. She'd been to the Negative Zone! Confronted Galactus! Battled Terrax! What was a little sex compared to all that? What was her body, and another person's body, against all her adventures in time and space? It was really just ridiculous prudery to be so brave and courageous and uncompromising in the face of death, but a pearl-clutching old biddy when it came to skin. And she wasn't _that_ old.

Drawing her zipper from its conservative seat at her neck down to her waist, making her suit spread open so far it seemed impossible it wouldn't rip, she opened the door and approached the bed.

"I knocked," she said sultrily, "but I guess you didn't hear me. I can see why."

No, not that old at all.

Peter pulled away from Felicia and grabbed for the sheets, which only displayed him to her further. His cock was slick with a mixture of Felicia's saliva and his own cum.

"That looks yummy," Sue giggled, eyeing it. "Mind if I try some?"

Peter pulled the sheet over his lap, then stopped, holding it there. "Oh, I get it—you have that nanotech problem like Johnny and you need someone to… oh wow… am I the first choice?"

Felicia got up behind Peter, resting her chin on his shoulder. "Don't jump to conclusions, Spider. Maybe she's just a big slut."

"It could be both," Sue conceded. "There's only one way to find out. For all of us to find out."

"So find out," Felicia challenged her. She bit Peter's ear. "Fair's fair. You got to double-team me… now I want to watch you fuck this soccer mom's brains out."

Peter turned his head to her, nuzzling his cheek against hers. "Is that what you want?"

Felicia was almost purring. "That's what I want."

Peter pulled the sheet aside, displaying his growing hardness, and gestured for Sue to come closer as his lips merged with Felicia's. Felicia turned her head at the last second, letting Peter suckle at her neck. She watched with growing lust as Sue took Peter's glistening cock between her lips and slowly licked it clean.

"You taste good," Sue said, then casually ran her tongue across Peter's engorged cockhead, down the shaft to his hairy balls.

Peter moaned softly and clutched a pillow in his hands. "You've got some competition, Cat," he teased gently.

"She can't even get it all by herself," Felicia said, smiling down at Sue. "These bigger models can be a little hard to handle… unless you know what you're doing."

She laid down beside Peter, curling around his side so that her head was in his lap, and she stroked Peter's thick cock lightly as Sue massaged his bulging scrotum. One woman kissed his bobbing cock tenderly, then the other. Soon they both were hungrily kissing each other, Peter's rigid cock only sometimes between them.

Felicia took Peter's cock in her mouth while Sue positioned herself between his legs, her tongue darting over his balls. It was almost more than the hero could take, and he panted in hardening excitement as his manhood was caressed and stoked by two insatiable mouths.

"This is heaven," he sighed to no one in particular.

As the two women worked him over with their tongues, Peter reached down and stroked their bodies. His supple fingertips caressed Sue's nipples, while his other hand wandered down Felicia's back to lovingly squeeze her buttocks. His gentle touch made both women moan.

They worked their way along Peter's cock as if following the hot blood their ministrations had pulled into it, meeting at the head. Sue smiled innocently at this woman she barely knew, before kissing her sensually on the mouth, her tongue stroking Felicia's lips. It was shockingly easy, sex with a stranger. She was pleasurably aghast at her own capacity for lust. Perhaps it was just that Felicia brought it out in her, knowing that the white-haired woman wouldn't judge her, deny her, or do anything but bring her delight.

Peter's hands collared either of their heads. "What are we going to do?" he asked, holding them in their kiss as he gently thrust his cock into their liplock. "I can't fuck both of you at once…"

Felicia nuzzled his rocking prick, directing it into Sue's mouth with a strong drag of her tongue. "Take Sue," she said, watching curiously as his cock plunged between the other woman's lips. "I've already come and she hasn't. And she seems nice—I want her to feel your cock inside her. Just fuck her doggy-style, Spider. That way she can eat my cunt… as a thank you for letting her fuck my boyfriend."

"Sounds good to me," Sue said with a grin.

They changed positions, Sue kneeling between Felicia's thighs, Peter on his knees behind Sue's beautiful ass, helping her push her skinned costume down around her thighs. Her bra was still on, but none of them were particularly concerned with that. Sue turned it invisible anyway, just to be fair.

Peter's cock just touched Sue's labia, spread hot and wet with hunger. She groaned loudly as he crammed himself into her tight little pussy, filling her completely, sliding in and out of her with ease. He balanced himself by placing his palms against the small of Sue's muscular back.

As Peter worked her sex from behind, Sue buried her face in Felicia's soaked lap. She ran her tongue along the outer lips of her pussy, tasting Felicia's juices and the viscous cum that could only have been left by Peter earlier. With a passionate moan, she cleaned Felicia's cunt thoroughly, swallowing every drop.

Felicia moaned softly as Sue stroked her clit with the tip of her tongue. "Do it, slut!" she urged, her hands stroking Sue's smooth face and short hair. "Make me come! Make me scream like you've always wanted!"

Sue worked Felicia's cunt roughly with her tongue, sliding it across her engorged clit again and again. Had she always wanted this? That was how satisfying it seemed. Like she'd never truly been complete before doing it…

Felicia gasped and grunted as fingers of pleasure raced from her crotch and spread wildly across her entire body. "Unnnggg!" she grunted, her fingers tightly gripping the bedspread. "Jesus fucking Christ! That's it! That's what my pussy wants! Lick me clean with that beautiful tongue!"

Peter's cock grew harder and harder as he watched Sue and Felicia make love before him. It was an incredible sight, and the excitement the two women generated was having a spectacular effect on his prick. Each plunge into Sue's tight cunt brought him closer to his own orgasm.

"Make Felicia come, Sue," Peter gasped as he worked his cock deep into the pink recesses of this new conquest's pussy. He couldn't believe how _tight_ Sue was. Each thrust sent a shiver of pleasure deep into his balls, and he grimaced with an overwhelming combination of pleasure and lustful pain. So tight was Sue's pussy that he probably would have cum long ago if he hadn't shot his wad into Felicia only minutes before.

He felt more and more comfortable with a new woman, with two women, as if it were only his due after so thoroughly pleasuring the nigh-insatiable Felicia Hardy. He enjoyed it, they enjoyed it, Felicia _loved_ it—he should've explored the possibilities of this long beforehand. The limits of Felicia's sexuality seemed almost nonexistent…

"Taste good, Sue?" he gasped, his pace quickening. He couldn't take his eyes off Felicia, who was squirming with delight beneath Sue's oral assault. "Cat, giving our guest plenty of refreshments?"

"Mmmm—she's so good, Spider," Felicia laughed, "so good! Sue's got the most talented tongue I've ever felt!" Felicia buried her fingers in Sue's shimmering hair as her lover concentrated on her tingling clit. "That's it, MILF! That's the spot! Don't stop! Just keep going!"

Sue fastened her mouth on Felicia's pussy, her tongue frantically circling the other woman's clit. She wanted Felicia to come in her mouth, to know the taste of another woman's aroused pussy, the taste of her own juices as they gushed out of her. And she wanted Peter to see it all, to get his reward for fucking her so good.

The thought of a man witnessing her dive into shamelessness made her feel wicked and naughty, and she shuddered a bit as Peter's cock stroked her throbbing clit, drawing slowly in and out of her pussy.

Felicia began to gasp loudly, and she flailed her arms wildly as her orgasm grew and finally exploded inside her cunt. "Ooohhhh!" she shrieked, her eyes clamped shut. "Yes!" She pressed her cunt tight against Sue's eager mouth as wave after wave of excruciating enjoyment flooded her body.

The combination of Peter's prick inside her cunt and Felicia's orgasmic cries send Sue's pleasure into overdrive. She writhed passionately as Peter quickened his desperate strokes, and when Felicia's orgasm subsided, she pulled her face from the other woman's cunt and cried, "Fuck me, Peter! I'm so goddamn horny! Fuck me hard!"

Peter rammed his cock into the young woman with all his might, nearly sending her toppling forward on top of Felicia, who watched the entire scene with a look of complete contentment.

"Yeah!" Sue cried, bucking like a wild animal against Peter's savage thrusts. "That's it, fucker! That's how you make me cum! Don't you dare stop!"

Peter could feel his balls tighten as he pierced Sue's glistening pussy again and again, harder and harder. He had never fucked a woman with such intensity before, and sweat poured down his face and back.

"That's how she likes it, Peter," Felicia commented, a fond smile playing on her lips. "Fuck her hard and she'll be yours for life! Just like I am…"

Whatever restraint he practiced with Felicia out of misplaced concern for her well-being was out the window with Sue. No matter how good a friend she was outside the bedroom, here she was nothing to him but a sexual plaything, one that he knew would enjoy herself more as he used her ever more thoroughly.

Sue suddenly howled with passion as her climax ripped through her cunt and swept over her entire body. Every muscle in her tall body pulled taut as she gasped, and moaned, her back arched and her ass pressed against Peter's straining prick.

"Unnnng!" she cried. "Oh yesssss!"

It seemed like an eternity before Sue's orgasm began to subside and her body unwound. She balanced on her hands and knees for a moment, then collapsed on top of Felicia, leaving Peter in mid-thrust, his cock dangling in the air like a third arm.

"We can't leave him like that. He's a superhero," Felicia chuckled as a drop of pre-cum slowly dripped from the tip of Peter's cock and fell with a plop to the sheet below. "He'll run off and join the X-Men or something."

A look of intense frustration was pasted on Peter's face, and his cock refused to deflate. He desperately wanted to cum, and he didn't care in whose hole he did it.

"You take his cock. I'll take his mouth," Sue suggested, ogling the muscular form of the bronzed man kneeling before them. She loved the sound of those foul words coming in her own voice. She loved even more Felicia's nod, and Peter's enthusiastic anticipation.

The women pushed their lover on his back, and Felicia crawled atop his hips, his cock just brushing her labia lips. With a sigh, she lowered herself on top of him until his cock was completely inside her. Closing her eyes, she slowly rocked back and forth, reveling in the sensation of Peter's cock filling her cunt like never before. Each movement pressed his cock against her clit, making her tremble and moan. She knew it wouldn't be long before she came again.

As Felicia enjoyed Peter's cock, Sue positioned herself over his waiting mouth so that she was facing Felicia. She clutched Peter's face with her muscular thighs and cooed softly as he stroked her aching cunt with the tip of his tongue.

The two women rode their shared paramour like a race horse, coaxing him along by caressing the soft flesh on his stomach, thighs, and balls with their fingernails. Peter writhed beneath them, driven nearly insane by their incessant stroking. His cock hardened and his balls tightened in anticipation of his inevitable orgasm.

As Peter fucked them with his prick and tongue, Sue and Felicia leaned forward and took each other in their arms, holding tight. Their warm breasts pressed tightly together, a sensation that made each of them even hornier, if that were possible.

Felicia took Sue's face in her palms and kissed her tenderly on the mouth and cheeks. Her tongue tentatively probed the other woman's lips, and was greeted in kind. Their kiss grew to a fiery intensity as their passion welled, and soon they were caressing each other's tits in an attempt to make the other climax.

"Make me cum, Peter!" Sue ordered. She pressed her dripping, fragrant pussy against the young man's face, nearly screaming as his tongue stroked her clit intently.

"That's it, honey!" Felicia groaned, a light red blush growing across her tits and upper chest. "Do that! Right there! Don't stop! Don't fucking stop!"

Peter did as he was told, fucking Sue eagerly with his tongue while forcing his cock deep into Felicia's waiting pussy. It felt like his prick was being stroked by a tight velvet fist, and he knew it wouldn't be long.

"I want it, Peter!" Sue hollered, her lust stoked by Felicia's knowing hands on her tits. "Do it to me! Make me cum!"

A moan escaped Sue's lips as still another orgasm raced across her arched body. She leaned forward, giving Peter greater access to her clit, and moaned loudly as his talented tongue found its mark.

"Oh God!" she wailed. "I'm… I'm cummiinngggg!"

Felicia could feel Peter's cock throb between her thighs, and she knew that both of them would be joining Sue any moment. She pressed her thighs hard against Peter's hips, hastening the orgasm that danced elusively just inside her cunt.

"Harder, Spider!" she encouraged, her body drenched in sweat. "I love your cock inside me, baby! Fill me with your hot jizz! Please fill me up! I want it so bad!"

Peter began to groan loudly, working his cock into Felicia's dripping, hungry pussy with all the strength he could muster. "I can't hold back!" he cried urgently. "Jesus, I'm gonna cum! I can feel it!"

"Yes!" Felicia moaned, her body rocking back and forth faster and faster. "Don't hold back, Spider! Give it to me! Fill me all the way!"

"Do it, Peter!" Sue joined in. She slid off her lover's face and stroked his moist cheeks and chest with her fingertips. "Give it all to Felicia! Give her a fuck to remember!"

"Aaahhh!" Peter wailed, his pelvis arched high, his cock buried deep inside Felicia's cunt. "Christ Almighty! I'm cummiiinnnggg!"

The force of Peter's ejaculation startled Felicia, but the seemingly nonstop pulse of his cock as he emptied himself inside her managed to send her pussy over the edge.

"That's it, baby!" Felicia gasped, her thighs tight and hard. She balanced herself on Peter's chest as he fucked her hard and deep, his cum spilling from her gaping cunt and running down his thighs. "Fuck me hard, bastard! Harder! _Harder!"_

Felicia could barely control herself as a million fingers of pleasure ran across her stomach and legs and chest, torturing her, teasing her. The tiny hairs on her arms stood on end as if electrified, and gooseflesh covered her body as her orgasm raged unabated for nearly a minute.

Exhausted from their workout, Felicia slid forward and laid her head on Peter's shoulder. He stroked her face and ran his fingers through her light hair, kissing her head as he did so.

Sue joined them, spreading herself at Peter's side. She ran a soft hand along Felicia's back and over the soft, gentle curve of her lower back and asscheeks. Her body, slick with a thin layer of sexual perspiration, was warm and comforting.

"I think you're the best guest we've ever had over," Peter said softly. He stroked Sue's tanned body absently. "I've never had so much fun."

"It was fun for me, too, Peter," Sue said. She kissed him softly on the cheek. "Maybe we can do this again sometime." Then she broke off grinning as Felicia kissed her cheek. "I think there's going to be a lot of changes for me. A lot different in my life. I'm not going to be satisfied with the same old, same old. I'd like the two of you to be part of the new."

"Sue Storm," Felicia said, "we're always up to be part of the nude."


End file.
